Common use of CONSEQUENCES OF TERMINATION AND EXPIRY Clause in Contracts

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereof, the CONTRACTOR shall continue to provide the Ordered IT Products until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 11. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR shall return to the CUSTOMER: any data (including CUSTOMER Data) and CUSTOMER Confidential Information in the CONTRACTOR’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTOR’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under Clause 11.3, or such period as is necessary for such compliance; all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising). The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products from the CONTRACTOR. The provisions of: Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 29 31, 33, 34, 36 to 39 (inclusive); Schedules 2-1 and 2-9; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contract.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereofFramework Agreement, the CONTRACTOR Supplier shall continue to provide the Ordered IT Products fulfil its obligations under this Framework Agreement until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) Framework Agreement or such other date as required under this Clause 1128. Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. Save for termination under Clauses 26.13, if the Authority terminates the Framework Agreement and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the cost of procuring, implementing and operating any alternative or replacement Services and no further payments (if any) shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. Within ten (10) Working Days of the earlier of the date of termination or expiry or termination (howsoever arising) of this ContractFramework Agreement, the CONTRACTOR Supplier shall return to the CUSTOMER: Authority any data (including CUSTOMER Data) and CUSTOMER Authority’s Confidential Information in the CONTRACTOR’s Supplier's possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTOR’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentationAuthority, and any other information and all copies thereof owned by the CUSTOMERAuthority, save that it may keep one copy of any such data or information for a period of up to twelve (12) months Months to comply with its obligations under Clause 11.3this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance; all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising). The CUSTOMER Authority shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered IT Products from the CONTRACTORServices under any Call-Off Agreement. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. The provisions of: of Clauses 12.1 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 to (Safeguard Against Fraud), 12 (Call-Off Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (inclusiveOfficial Secrets Acts), 2322 (Data Protection), 2523 (Freedom of Information), 2828 (Consequences of Termination and Expiry), 29 31(Liability), 3330(Insurance), 34Error: Reference source not found, 36 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies), 40 (Entire Agreement), 41 (Notices), 42 (Intellectual Property Rights and Indemnity), 43 (Malicious Software), 44 (Complaints Handling and Resolution). 45 (Framework Agreement Management), 46 (Dispute Resolution) and 47 (Law and Jurisdiction), Framework Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 4 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Framework Management), 15 (Tender) and, without limitation to 39 (inclusive); Schedules 2-1 and 2-9; and the foregoing, any other Clause or Schedule provision of this Contract Framework Agreement which expressly or by its terms implication is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this ContractFramework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereofthe Framework Agreement, the CONTRACTOR Service Provider shall continue to provide fulfil its obligations under the Ordered IT Products Framework Agreement until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) Framework Agreement or such other date as required under this Clause 1135. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms. Within ten (10) Working Days of the earlier date of termination or expiry of the date of expiry or termination (howsoever arising) of this ContractFramework Agreement, the CONTRACTOR Service Provider shall return to the CUSTOMER: Authority any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to the Authority in the CONTRACTORService Provider’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER Authority (in which event the CUSTOMER Authority will reimburse the CONTRACTORService Provider’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMERAuthority, save that it may keep one copy of any such data or information for a period of up to twelve (12) months Months to comply with its obligations under Clause 11.3the Framework Agreement, or such period as is necessary for such compliance; all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising). The CUSTOMER Authority shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products provision of the Services from the CONTRACTORService Provider until the latest of:- the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of three (3) Months following the date on which the Service Provider ceases to provide Services under any Call-Off Contract. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. The provisions of: of Clauses 19 (Warranties and Representations), 10 (Corrupt Gifts and Payment of Commission), 11 to 21 (inclusiveConflicts of Interest), 2312 (Safeguard Against Fraud), 2517 (Management Charge), 2818 (Records and Audit Access), 29 3122 (Data Protection), 33, 3435 (Consequences of Termination and Expiry), 36 (Liability), 37 (Insurance) and 49 (Law and Jurisdiction) and, without limitation to 39 (inclusive); Schedules 2-1 and 2-9; and the foregoing, any other Clause or Schedule provision of this Contract Framework Agreement which expressly or by its terms implication is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contractthe Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereofContract, the CONTRACTOR SERVICE PROVIDER shall continue to provide the Ordered IT Products Services until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 12 and the provisions of Schedule 2-11. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR SERVICE PROVIDER shall return to the CUSTOMER: CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to the CUSTOMER in the CONTRACTORSERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTORSERVICE PROVIDER’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months Months to comply with its obligations under Clause 11.312.5. Subject always to the provisions of Clause 17, the SERVICE PROVIDER may retain one (1) copy of such documentation that it reasonably requires to support any advice, reports or such period as is necessary for such compliance; all Ordered Goods owned by opinions that the SERVICE PROVIDER may have provided to the CUSTOMER in pursuant to this Contract. Within ten (10) Working Days of the CONTRACTOR’s date of expiry or any third party’s (including Sub-Contractors) possession and/or or control; and termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered IT Products Services not provided by the date of expiry or termination (howsoever arising)termination. The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements set out in Schedule 2-11. The CUSTOMER shall for a period of twelve (12) months Months following expiry or termination (howsoever arising) of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the provisions of Schedule 2-11, if later) be entitled to require access to data or information arising from the Ordered IT Products Services from the CONTRACTORSERVICE PROVIDER. The provisions of: of Clauses 1, 11 to 21 (inclusive)13, 2314, 2515, 2816, 29 3117, 3319, 3421, 36 to 39 (inclusive); Schedules 22, 27, 30, 33 and 37 and the provisions of Schedule 2-1 and Schedule 2-9; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), 11 shall survive the termination (howsoever arising) or expiry of this Contract.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereofthe Framework Agreement, the CONTRACTOR Service Provider shall continue to provide fulfil its obligations under the Ordered IT Products Framework Agreement until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) Framework Agreement or such other date as required under this Clause 1117. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms. Within ten (10) Working Days of the earlier date of termination or expiry of the date of expiry or termination (howsoever arising) of this ContractFramework Agreement, the CONTRACTOR Service Provider shall return to the CUSTOMER: Authority any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to the Authority in the CONTRACTORService Provider’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER Authority (in which event the CUSTOMER Authority will reimburse the CONTRACTORService Provider’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMERAuthority, save that it may keep one copy of any such data or information for a period of up to twelve (12) months Months to comply with its obligations under Clause 11.3the Framework Agreement, or such period as is necessary for such compliance; all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising). The CUSTOMER Authority shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products provision of the Services from the CONTRACTORService Provider until the latest of:- the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of three (3) Months following the date on which the Service Provider ceases to provide Services under any Call-Off Contract. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. The provisions of: of Clauses 1, 11 to 21 5 (inclusiveWarranties and Representations), 235.3 (Corrupt Gifts and Payment of Commission), 255.6.3 (Conflicts of Interest), 285.11 (Safeguard Against Fraud), 29 317.5 (Management Charge), 337.12 (Records and Audit Access), 347.41 (Data Protection), 36 17 (Consequences of Termination and Expiry), 18 (Liability), 18.7 (Insurance) and 23.22.7 (Law and Jurisdiction) and, without limitation to 39 (inclusive); Schedules 2-1 and 2-9; and the foregoing, any other Clause or Schedule provision of this Contract Framework Agreement which expressly or by its terms implication is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contractthe Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereof, the CONTRACTOR SUPPLIER shall continue to provide the Ordered IT Products G-Cloud Services until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 115. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR SUPPLIER shall return to the CUSTOMER: any data (including (if any) CUSTOMER Data) and CUSTOMER Confidential Information in the CONTRACTORSUPPLIER’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTORSUPPLIER’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under Clause 11.35.4, or such period as is necessary for such compliance; all Ordered Goods owned by the CUSTOMER and all CUSTOMER Furnished Items in the CONTRACTORSUPPLIER’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products G-Cloud Services not provided by the date of expiry or termination (howsoever arising). The CUSTOMER and the SUPPLIER shall comply with the Exit and Service Transfer Arrangements as per the SUPPLIERS terms and conditions. LAW & JURISDICTION (AS PER FRAMEWORK AGREMENT CLAUSE 20) This Framework Agreement and/or any non-contractual obligations or matter arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales and without prejudice to the dispute resolution procedure set out in Clause 19 (Dispute Resolution) each Party agrees to submit to the exclusive jurisdiction of the courts of England and Wales and for a period of twelve (12) months following expiry or termination (howsoever arising) of all disputes to be conducted within England and Wales. RECOVERY OF SUMS DUE The CUSTOMER shall be permitted to deduct and withhold from any sum due to the SUPPLIER under this Contract be entitled to require access to data or information arising any sum of money due from the Ordered IT Products from SUPPLIER under: this Contract; any other agreement between the CONTRACTOR. The provisions of: Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 29 31, 33, 34, 36 to 39 (inclusive)SUPPLIER and the CUSTOMER; Schedules 2-1 any other agreement between the SUPPLIER and 2-9the AUTHORITY; or any other agreement between the SUPPLIER and any other Clause or Schedule Crown Body, provided that the terms of such other agreement provide for sums of money due from the SUPPLIER under that agreement to be recovered by way of a deduction from sums of money due to the SUPPLIER under this Contract which by its terms is to (albeit that this Contract may not be performed or observed notwithstanding termination referenced specifically under that agreement). FRAMEWORK SCHEDULE 3 CALL-OFF ORDERING PROCEDURE (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiryINCLUDING AWARD CRITERIA), shall survive the termination (howsoever arising) or expiry of this Contract.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereofFramework Agreement, the CONTRACTOR Supplier shall continue to provide the Ordered IT Products fulfil its obligations under this Framework Agreement until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) Framework Agreement or such other date as required under this Clause 1126. Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Agreements and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. Within ten (10) Working Days of the earlier of the date of termination or expiry or termination (howsoever arising) of this ContractFramework Agreement, the CONTRACTOR Supplier shall return to the CUSTOMER: Authority any data (including CUSTOMER Data) and CUSTOMER Authority Confidential Information in the CONTRACTOR’s Supplier's possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTOR’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentationAuthority, and any other information and all copies thereof owned by the CUSTOMERAuthority. Save where the Framework Agreement has been terminated due to misuse by the Supplier of such data, save that it a copy may keep one copy of any such data be retained for legal or information regulatory purposes only for a period maximum of up to twelve (12) months to comply with its obligations under Clause 11.3, 12 months. Termination or such period as is necessary for such compliance; all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising). The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract Framework Agreement shall be entitled without prejudice to require access any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to data termination or information arising from the Ordered IT Products from the CONTRACTORexpiry. The provisions of: of Clauses 13 (Scope of Framework Agreement), 11 to 6 (Ordering Procedures), 7 (Warranties and Representations), 8 (Prevention of Bribery and Corruption), 9 (Safeguard Against Fraud), 10 (Call-Off Agreement Performance), 13 (Provision of Management Information), 14 (Management Charge), 14A (Recovery of Sums Due), 15 (Records and Audit Access), 17 (Confidentiality), 19 (Official Secrets Acts), 20 (Data Protection), 21 (inclusiveFreedom of Information), 2326 (Consequences of Termination and Expiry), 2527 (Liability), 2828 (Insurance), 29 3131 (Rights of Third Parties), 3334 (Waiver and Cumulative Remedies) and 42 (Law and Jurisdiction), 34Framework Schedules: 1 (Services), 36 2 (Charging Structure), 3 (Ordering Procedure), 5 (Value for Money), 6 (Management Information), 7 (Self Audit Certificate), 8 (Commercially Sensitive Information), 9 (Framework Management) and, without limitation to 39 (inclusive); Schedules 2-1 and 2-9; and the foregoing, any other Clause or Schedule provision of this Contract Framework Agreement which expressly or by its terms implication is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this ContractFramework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereofAgreement, the CONTRACTOR Supplier shall continue to provide fulfil its obligations under the Ordered IT Products Agreement until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) the Agreement or such other date as required under this Clause 1125. Termination or expiry of this Agreement and/or the DPS shall not cause any Supplier Contracts to terminate automatically. For the avoidance of doubt, all Supplier Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms. Within ten thirty (1030) Working Days of the earlier of the date of termination or expiry or termination (howsoever arising) of this ContractAgreement and/or the DPS, the CONTRACTOR Supplier shall return to the CUSTOMER: YPO any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to YPO in the CONTRACTOR’s Supplier's possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTOR’s pre-agreed and reasonable data conversion expenses)YPO, together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMERYPO, save that it may keep one copy of any such data or information for a period of up to twelve (12) months Months to comply with its obligations under Clause 11.3this Agreement, or such period as is necessary for such compliance; all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising). The CUSTOMER YPO shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products provision of the Goods and/or Services from the CONTRACTORSupplier until the latest of:- the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Goods and/or Services (if applicable) under any Agreement Termination or expiry of this Agreement and/or the DPS shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. The provisions of: of Clauses 18, 11 to 9, 10, 14, 15, 16, 17, 19, 20, 21 (inclusive)and 22 shall survive the termination or expiry of this Agreement, 23, 25, 28, 29 31, 33, 34, 36 to 39 (inclusive); Schedules 2-1 and 2-9; and together with any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or provision which is either expressed to or by implication is intended to survive termination. In the event of any termination of the Agreement whether under this Clause 25 or expiry)otherwise, and without prejudice to any other rights (including the right to recover damages) that may accrue to the benefit of the Other Contracting Authority under this Agreement or otherwise, the Other Contracting Authority shall survive be entitled to obtain a refund of any Charges paid by the termination Contracting Authority in respect of any Goods, Services and/or works (howsoever arisingif applicable) which have not been performed by the Provider in accordance with the terms of the Agreement. Suppliers can be removed from the DPS as a result of their actions, failure to comply with the required minimum standards or expiry the terms and conditions of this ContractAgreement. Suppliers do however have the option to apply to be re-admitted to the DPS. Should a Supplier be removed/ terminated from the DPS for failing to comply with the minimum required standards or the terms and conditions of this Agreement, YPO’s decision will be final as to whether or not the Supplier can be re-admitted to the DPS.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereof, the CONTRACTOR shall continue to provide the Ordered IT Products until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 112.13. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR shall return to the CUSTOMER: any data (including CUSTOMER Data) and CUSTOMER Confidential Information in the CONTRACTOR’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTOR’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under Clause 11.3Error: Reference source not found, or such period as is necessary for such compliance; all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising). The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products from the CONTRACTOR. The provisions of: Clauses 1, 11 2.13 to 21 3.82 (inclusive), 233.91, 254.4, 28Error: Reference source not found, 29 314.15 4.34, 33Error: Reference source not found, 344.45, 36 4.59 to 39 4.71 (inclusive); Schedules 2-1 and 2-9; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contract.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereofContract, the CONTRACTOR SERVICE PROVIDER shall continue to provide the Ordered IT Products Services until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 11 and the provisions of Schedule 2-11. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR SERVICE PROVIDER shall return to the CUSTOMER: CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to the CUSTOMER in the CONTRACTORSERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTORSERVICE PROVIDER’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months Months to comply with its obligations under Clause 11.311.5. Within ten (10) Working Days of the date of expiry or termination of this Contract, or such period as is necessary for such compliance; all Ordered Goods owned by the SERVICE PROVIDER shall return to the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products Services not provided by the date of expiry or termination (howsoever arising)termination. The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements set out in Schedule 2-11. The CUSTOMER shall for a period of twelve (12) months Months following expiry or termination (howsoever arising) of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the provisions of Schedule 2-11, if later) be entitled to require access to data or information arising from the Ordered IT Products Services from the CONTRACTORSERVICE PROVIDER. The provisions of: of Clauses 1, 11 to 21 (inclusive)11, 12, 13, 14, 15, 16, 18, 20, 23, 2524.1, 2826, 29 3127, 3329, 34, 32 and 36 to 39 (inclusive); Schedules and the provisions of Schedule 2-1 and Schedule 2-9; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), 11 shall survive the termination (howsoever arising) or expiry of this Contract.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereofContract, the CONTRACTOR SERVICE PROVIDER shall continue to provide the Ordered IT Products Goods until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 11. Within ten (10) Working Days of the earlier date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Goods not provided by the date of expiry or termination. Within ten (10) Working Days of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR SERVICE PROVIDER shall return to the CUSTOMER: CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to the CUSTOMER in the CONTRACTORSERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTORSERVICE PROVIDER’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months Months to comply with its obligations under Clause 11.311.4. Subject always to the provisions of Clause 16, the SERVICE PROVIDER may retain one (1) copy of such documentation that it reasonably requires to support any advice, reports or such period as is necessary for such compliance; all Ordered Goods owned by opinions that the SERVICE PROVIDER may have provided to the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising)pursuant to this Contract. The CUSTOMER shall for a period of twelve (12) months Months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products Goods from the CONTRACTORSERVICE PROVIDER. The provisions of: of Clauses 1, 11 to 21 (inclusive)12, 13, 14, 15, 16, 18, 20, 23, 25, 2829, 29 31, 33, 34, 32 and 36 to 39 (inclusive); Schedules and the provisions of Schedule 2-1 and 2-9; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contract.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereofthe Framework Agreement, the CONTRACTOR Service Provider shall continue to provide fulfil its obligations under the Ordered IT Products Framework Agreement until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) Framework Agreement or such other date as required under this Clause 1117. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms. Within ten (10) Working Days of the earlier date of termination or expiry of the date of expiry or termination (howsoever arising) of this ContractFramework Agreement, the CONTRACTOR Service Provider shall return to the CUSTOMER: Authority any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to the Authority in the CONTRACTORService Provider’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER Authority (in which event the CUSTOMER Authority will reimburse the CONTRACTORService Provider’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMERAuthority, save that it may keep one copy of any such data or information for a period of up to twelve (12) months Months to comply with its obligations under Clause 11.3the Framework Agreement, or such period as is necessary for such compliance; all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising). The CUSTOMER Authority shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products provision of the Services from the CONTRACTORService Provider until the latest of:- the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of three (3) Months following the date on which the Service Provider ceases to provide Services under any Call-Off Contract. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. The provisions of: of Clauses 1, 11 to 21 5 (inclusiveWarranties and Representations), 235.3 (Corrupt Gifts and Payment of Commission), 255.6.3 (Conflicts of Interest), 285.11 (Safeguard Against Fraud), 29 317.5 (Management Charge), 337.12 (Records and Audit Access), 347.41 (Data Protection), 36 17 (Consequences of Termination and Expiry), 18 (Liability), 20 (Insurance) and 25.22.7 (Law and Jurisdiction) and, without limitation to 39 (inclusive); Schedules 2-1 and 2-9; and the foregoing, any other Clause or Schedule provision of this Contract Framework Agreement which expressly or by its terms implication is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contractthe Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereof, the CONTRACTOR SERVICE PROVIDER shall continue to provide the Ordered IT Products Software Application Solutions until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 11. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR SERVICE PROVIDER shall return to the CUSTOMER: CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information in the CONTRACTORSERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTORSERVICE PROVIDER’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under Clause 11.311.5, or such period as is necessary for such compliance; all Ordered Goods owned by . Within ten (10) Working Days of the date of expiry or termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products Software Application Solutions not provided by the date of expiry or termination (howsoever arising). [Not used]. The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products Software Application Solutions from the CONTRACTORSERVICE PROVIDER. The provisions of: Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 29 3129, 3330 32, 34, 36 35, 38 to 39 41 (inclusive); Schedules 2-1 1, 2-9 and 2-911; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contract. As early as is practical and in any event within ten (10) Working Days of the earlier of the date of expiry or termination or partial termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall: provide to the CUSTOMER copies of all documentation and information used in the provision of the Ordered Software Application Solutions and reasonably or necessarily required for the continuous use thereof, in which the Intellectual Property Rights are owned by the SERVICE PROVIDER; provide to the CUSTOMER copies of all documentation relating to the use and operation of the Ordered Goods; and grant to the CUSTOMER licenses to use all software (excluding Third Party Software for which the licenses are held in the name of the CUSTOMER) necessary for the CUSTOMER’s receipt of the Ordered Software Application Solutions and the provision of all related documentation. In the event that this Contract expires or is terminated in whole or in part the SERVICE PROVIDER shall, where so requested by the CUSTOMER, provide assistance to the CUSTOMER to migrate the provision of the Ordered Software Applications Solutions or part thereof to a replacement service provider. Such assistance shall be charged in accordance with the rate card set out in Schedule 2-3 with all Charges for assistance to be agreed in advance. For the avoidance of doubt, the CUSTOMER shall not be liable for any such Charges unless they have been agreed in writing prior to the assistance being provided.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereof, the CONTRACTOR SERVICE PROVIDER shall continue to provide the Ordered IT Products Software Application Solutions until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 11 and the provisions of Schedule 2-11. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR SERVICE PROVIDER shall return to the CUSTOMER: CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information in the CONTRACTORSERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTORSERVICE PROVIDER’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under Clause 11.311.5, or such period as is necessary for such compliance; all Ordered Goods owned by . Within ten (10) Working Days of the date of expiry or termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products Software Application Solutions not provided by the date of expiry or termination (howsoever arising). The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements. The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the Exit and Service Transfer Arrangements, if later) be entitled to require access to data or information arising from the Ordered IT Products Software Application Solutions from the CONTRACTORSERVICE PROVIDER. The provisions of: Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 29 3129, 3330 32, 34, 36 35, 38 to 39 41 (inclusive); Schedules 2-1 1, 2-9 and 2-911; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contract.. If the CUSTOMER terminates this Contract under Clause 10.8:

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereof, the CONTRACTOR shall continue to provide the Ordered IT Products until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 11. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR shall return to the CUSTOMER: any data (including CUSTOMER Data) and CUSTOMER Confidential Information in the CONTRACTOR’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTOR’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under Clause 11.3, or such period as is necessary for such compliance; all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising). The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products from the CONTRACTOR. The provisions of: Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 29 31, 33, 34, 36 to 39 (inclusive); Schedules 2-1 and 2-9; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contract.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereofAgreement, the CONTRACTOR Supplier shall continue to provide fulfil its obligations under the Ordered IT Products Agreement until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) the Agreement or such other date as required under this Clause 1125. Termination or expiry of this Agreement and/or the DPS shall not cause any Supplier Contracts to terminate automatically. For the avoidance of doubt, all Supplier Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms. Within ten thirty (1030) Working Days of the earlier of the date of termination or expiry or termination (howsoever arising) of this ContractAgreement and/or the DPS, the CONTRACTOR Supplier shall return to the CUSTOMER: YPO any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to YPO in the CONTRACTOR’s Supplier's possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTOR’s pre-agreed and reasonable data conversion expenses)YPO, together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMERYPO, save that it may keep one copy of any such data or information for a period of up to twelve (12) months Months to comply with its obligations under Clause 11.3this Agreement, or such period as is necessary for such compliance; all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising). The CUSTOMER YPO shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products provision of the Goods and/or Services from the CONTRACTORSupplier until the latest of:- the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Goods and/or Services (if applicable) under any Service Agreement Termination or expiry of this Agreement and/or the DPS shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. The provisions of: of Clauses 18, 11 to 9, 10, 14, 15, 16, 17, 19, 20, 21 (inclusive)and 22 shall survive the termination or expiry of this Agreement, 23, 25, 28, 29 31, 33, 34, 36 to 39 (inclusive); Schedules 2-1 and 2-9; and together with any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or provision which is either expressed to or by implication is intended to survive termination. In the event of any termination of the Agreement whether under this Clause 25 or expiry)otherwise, and without prejudice to any other rights (including the right to recover damages) that may accrue to the benefit of the Other Contracting Authority under this Agreement or otherwise, the Other Contracting Authority shall survive be entitled to obtain a refund of any Charges paid by the termination Contracting Authority in respect of any Goods, Services and/or works (howsoever arisingif applicable) which have not been performed by the Provider in accordance with the terms of the Agreement. Suppliers can be removed from the DPS as a result of their actions, failure to comply with the required minimum standards or expiry the terms and conditions of this ContractAgreement. Suppliers do however have the option to apply to be re-admitted to the DPS. Should a Supplier be removed/ terminated from the DPS for failing to comply with the minimum required standards or the terms and conditions of this Agreement, YPO’s decision will be final as to whether or not the Supplier can be re-admitted to the DPS.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereof, the CONTRACTOR SERVICE PROVIDER shall continue to provide the Ordered IT Products Software Application Solutions until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 10 and the provisions of Schedule 2-11. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR SERVICE PROVIDER shall return to the CUSTOMER: each LAthe CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information in the CONTRACTORSERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by the relevant LA CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTORSERVICE PROVIDER’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the LA CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under Clause 11.310.5, or such period as is necessary for such compliance; all Ordered Goods owned by . NOT USED.Within ten (10) Working Days of the date of expiry or termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products Software Application Solutions not provided by the date of expiry or termination (howsoever arising). The Each LAThe CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements. Each LAThe CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the Exit and Service Transfer Arrangements, if later) be entitled to require access to data or information arising from the Ordered IT Products Software Application Solutions from the CONTRACTORSERVICE PROVIDER. The provisions of: Clauses 1, 11 10 to 21 20 (inclusive), 2322, 2524, 27, 28, 29 31, 33, 34, 36 37 to 39 40 (inclusive); Schedules 2-1 1, 2-9 and 2-911; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contract.

CONSEQUENCES OF TERMINATION AND EXPIRY. Notwithstanding the service of a notice to terminate this Contract or any part thereof, the CONTRACTOR SERVICE PROVIDER shall continue to provide the Ordered IT Products Software Application Solutions until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 11 and the provisions of Schedule 2-11. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR SERVICE PROVIDER shall return to the CUSTOMER: any data (including destroy all CUSTOMER Data) Data and CUSTOMER Confidential Information in the CONTRACTORSERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTOR’s pre-agreed and reasonable data conversion expenses), control together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under Clause 11.311.5, or such period as is necessary for such compliance; all Ordered Goods owned by . Within ten (10) Working Days of the date of expiry or termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and any sums prepaid in respect of Ordered IT Products Software Application Solutions not provided by the date of expiry or termination (howsoever arising). The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements. The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the Exit and Service Transfer Arrangements, if later) be entitled to require access to data or information arising from the Ordered IT Products Software Application Solutions from the CONTRACTORSERVICE PROVIDER. The provisions of: Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 29 3128.3, 3330 32, 34, 36 35, 38 to 39 41 (inclusive); Schedules 2-1 1, 2-9 and 2-911; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contract.