Common use of Contract Management Clause in Contracts

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. The Supplier confirms and agrees that it will work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authority. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Reportsuch performance report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Reportreview meeting written report; 8.3.6 8.3.3 the information specified in this Contractthe Specification and Tender Response Document; 8.3.7 8.3.4 a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 8.3.5 such other information as reasonably required by the Authority. 8.4 Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the Dispute Resolution Procedure. 8.5 The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. 8.6 Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: 8.6.1 storing and analysing the management information and producing statistics; and 8.6.2 sharing the management information or any statistics produced using the management information with any other Contracting Authority. 8.7 If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). 8.8 The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Reportsuch performance report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Reportreview meeting written report; 8.3.6 8.3.3 the information specified in this Contractthe Specification and Tender Response Document; 8.3.7 8.3.4 a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 8.3.5 such other information as reasonably required by the Authority. 8.4 Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 9.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this ContractFramework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 9.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the ContractFramework Agreement. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent Review meetings shall take place at monthly intervals the frequency specified in the Specification or as may otherwise be (should the Specification not state the frequency) whenever deemed necessary by the Authority and agreed in writing between the Parties. 8.3 No more than one (1) week 9.3 Two weeks prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting (or at such time and frequency as may be specified in the Specification) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision supply of the Services Goods and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 9.3.1 details of the performance of the Supplier under this Contract (including Framework Agreement and any Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Contracts, since the last Reportsuch performance report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 9.3.2 details of any complaints by Participating Authorities in relation to the Authority regarding the Services and any complaints from or on behalf supply of patients or other service usersGoods, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Reportreview meeting written report; 8.3.6 9.3.3 the information specified in the Specification as being relevant to the operation of this ContractFramework Agreement; 8.3.7 9.3.4 a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 9.3.5 such other information as reasonably required by the Authority. 8.4 9.4 Unless specified otherwise specified in this Contractthe Specification, the Authority shall may (at its sole discretion) take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The If the Authority elects to take minutes of the review meeting and circulate them to the Supplier, the Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached, the Parties will each produce minutes of the review meeting and shall retain a copy of such minutes for its own records.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the Dispute Resolution Procedure. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the supply of the Goods, the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding the supply of Goods or provision of Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority, whose role it is to: (a) analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities); or (b) manage the Framework Agreement with the Supplier (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods and Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2 of these Call-off Terms and Conditions, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the AuthorityCustomer’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days [Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority Customer regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Reportsuch performance report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Reportreview meeting written report; 8.3.6 8.3.3 the information specified in this Contractthe Specification and Tender Response Document; 8.3.7 8.3.4 a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 8.3.5 such other information as reasonably required by the AuthorityCustomer.] 8.4 Unless specified otherwise specified in this Contractthe Specification and Tender Response Document (if applicable), the Authority Customer shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority Customer in writing of any suggested amendments to the minutes within five ten (510) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority Customer within such fiveten (10) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the Dispute Resolution Procedure. 8.5 The Supplier shall provide such management information as the Customer may request from time to time within ten (10) Business Days of the date of the request. The Supplier shall supply the management information to the Customer in such form as may be agreed between the Parties. 8.6 The Customer may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party Article 2.1 The designated contact person for the Contractor is . The Contractor's services under this agreement shall appoint be directed and retain managed from the contractor’s office. The Contractor may assign other consulting professionals to provide services under the contract after providing notice to, and obtaining approval from, the Project Director. All such individuals assigned to provide services under this Contract shall work under the direction and management of the individual listed above. Article 2.2 The Contractor will maintain the involvement of those individuals identified in Article 2.1 above. In the event of an unforeseeable circumstance that requires substitution for any of those individuals, the Contractor shall notify the State in writing of the proposed substitution. The State reserves the right to accept or reject a Contract Manager who proposed substitute. In addition, before substitution of any individual is effected, the State must approve the extent to which transitional time will be billed. Article 2.3 At the discretion of the Project Director, the Contractor may be required to prepare an estimate of the time and costs necessary to complete any matter assigned under this contract. Article 2.4 The contractor agrees to closely monitor costs incurred and fees to be charged for services provided under this agreement and to alert the Project Director before such costs and fees exceed the authorized contract amount. In the event the Contractor fails to notify the Project Director prior to incurring a cost overrun, the contractor shall assume liability for any excess costs and fees incurred up until the time at which the contractor notifies the project director of the overrun. Article 2.5 The period of performance, scope, and amount of this agreement may be amended in writing at the discretion of the State. In addition, the parties to this agreement acknowledge that work may begin on the date shown in Article 3. ("Period of Performance") and that the foregoing date may precede the date of execution of this agreement because immediate performance is required to serve the best interest of the state. Article 2.6 The Attorney General's Office shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. The Supplier confirms and agrees that it will work closely and cooperate fully substantive dealings with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its media. In the event the Contractor is contacted by media representatives (to include, without limitation, its Contract Manager concerning this or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or cases being handled on behalf of patients or other service usersthe state, their nature the Contractor should decline any comment beyond confirming factual matters that are already a matter of any such complaints public record and refer the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation individuals to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the AuthorityProject Director. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 Each Party Article 2.1 The designated contact person for the Contractor is ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. The Contractor's services under this agreement shall appoint be directed and retain managed from the contractor’s Anchorage, Alaska office. The Contractor may assign other consulting professionals to provide services under the contract after providing notice to, and obtaining approval from, the Project Director. All such individuals assigned to provide services under this Contract shall work under the direction and management of the individual listed above. Article 2.2 The Contractor will maintain the involvement of those individuals identified in Article 2.1 above. In the event of an unforeseeable circumstance that requires substitution for any of those individuals, the Contractor shall notify the State in writing of the proposed substitution. The State reserves the right to accept or reject a Contract Manager who proposed substitute. In addition, before substitution of any individual is effected, the State must approve the extent to which transitional time will be billed. Article 2.3 At the discretion of the Project Director, the Contractor may be required to prepare an estimate of the time and costs necessary to complete any matter assigned under this contract. Article 2.4 The contractor agrees to closely monitor costs incurred and fees to be charged for services provided under this agreement and to alert the Project Director before such costs and fees exceed the authorized contract amount. In the event the Contractor fails to notify the Project Director prior to incurring a cost overrun, the contractor shall assume liability for any excess costs and fees incurred up until the time at which the contractor notifies the project director of the overrun. Article 2.5 The period of performance, scope, and amount of this agreement may be amended in writing at the discretion of the State. In addition, the parties to this agreement acknowledge that work may begin on the date shown in Article 3. ("Period of Performance") and that the foregoing date may precede the date of execution of this agreement because immediate performance is required to serve the best interest of the state. Article 2.6 The Attorney General's Office shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. The Supplier confirms and agrees that it will work closely and cooperate fully substantive dealings with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its media. In the event the Contractor is contacted by media representatives (to include, without limitation, its Contract Manager concerning this or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or cases being handled on behalf of patients or other service usersthe state, their nature the Contractor should decline any comment beyond confirming factual matters that are already a matter of any such complaints public record and refer the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation individuals to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the AuthorityProject Director. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision supply of the Services Goods and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding in relation to the Services and any complaints from or on behalf supply of patients or other service usersGoods, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days, the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavors to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority, whose role it is to: (a) analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities); or (b) manage the Framework Agreement with the Supplier (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods purchased, any payments made under this Contract and any other information relevant to the operation of this Contract. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information, or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2 of these Call-off Terms and Conditions, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to anybody that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Reportsuch performance report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Reportreview meeting written report; 8.3.6 8.3.3 the information specified in this Contractthe Specification and Tender Response Document; 8.3.7 8.3.4 a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 8.3.5 such other information as reasonably required by the Authority. 8.4 Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2. 8.5 The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. 8.6 Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: 8.6.1 storing and analysing the management information and producing statistics; and 8.6.2 sharing the management information or any statistics produced using the management information with any other Contracting Authority. 8.7 If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). 8.8 The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the supply of the Goods, the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding the supply of Goods or provision of Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the Dispute Resolution Procedure. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods and Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager in relation to each Lot of this Framework Agreement who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contractthe Framework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the AuthorityNHS Supply Chain’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the ContractFramework Agreement. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent Review meetings shall take place at monthly the frequency specified in the Specification. Should the Specification not state the frequency, then meetings shall take place at intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meetingParties, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authority. 8.4 Unless otherwise specified in this Contract, the Authority NHS Supply Chain shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority NHS Supply Chain in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority NHS Supply Chain within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 1.7 of the Key Provisions and Clause 23.3 of this Schedule 2. 8.4 The Supplier shall provide any management information as NHS Supply Chain may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to NHS Supply Chain in such form as may be specified by NHS Supply Chain and, where requested to do so, the Supplier shall also provide such management information to any other Contracting Authority whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that NHS Supply Chain may itself provide the Third Party Body with management information relating to the Goods and Services ordered and any payments made under this Framework Agreement or any Contracts and any other information relevant to the operation of this Framework Agreement. 8.5 Upon receipt of management information supplied by the Supplier to NHS Supply Chain and/or the Third Party Body, or by NHS Supply Chain to the Third Party Body, the Parties hereby consent to the Third Party Body and NHS Supply Chain: 8.5.1 storing and analysing the management information and producing statistics; and 8.5.2 sharing the management information or any statistics produced using the management information with any other Contracting Authority. 8.6 If the Third Party Body and/or NHS Supply Chain shares the management information or any other information provided under Clause 8.5 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Framework Agreement and such management information is provided direct by NHS Supply Chain to such Contracting Authority, be informed of the confidential nature of that information by NHS Supply Chain and shall be requested by NHS Supply Chain not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). 8.7 NHS Supply Chain may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 44.3 of this Schedule 2. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 30.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision supply of the Services Goods and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding in relation to the Services and any complaints from or on behalf supply of patients or other service usersGoods, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions. The Supplier shall provide such management information as the Authority may request from time to time and/or such information as the Authority may request from time to time as required to enable its compliance with assessment, notification and publication obligations under the Procurement Act 2023 within seven (7) Business Days of the date of the request. The Supplier shall supply the requested information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such information to another Contracting Authority, whose role it is to: (a) analyse such information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities); or (b) manage the Framework Agreement with the Supplier (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods and Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information, or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2 of these Call-off Terms and Conditions, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes. The Supplier acknowledges and agrees that the Authority may use the management information provided and/or any information produced to assess the Supplier’s performance against KPIs and publish performance information regarding the Supplier where the Authority is required to do so by the Procurement Act 2023.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 21.5 of this Schedule 2. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.5 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contractthe Framework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the ContractFramework Agreement. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly quarterly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including Framework Agreement and any Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Contracts, since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by Participating Authorities in relation to the Authority regarding provision of the Services and any complaints from or on behalf of patients or other service usersServices, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in the Specification and Tender Response Document as being relevant to the operation of this Contract; 8.3.7 Framework Agreement; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2. The Supplier shall provide such management information as the Authority may request from time to time and/or such information as the Authority may request from time to time as required to enable its compliance with its publication obligations under the Procurement Act 2023 within seven (7) Business Days of the date of the request. The Supplier shall supply the requested information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such information to another Contracting Authority, whose role it is to analyse such information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods and/or the Services ordered and any payments made under this Framework Agreement or any Contracts and any other information relevant to the operation of this Framework Agreement. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information, or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Framework Agreement and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes. The Supplier acknowledges and agrees that the Authority may use the management information provided and/or any information supplied to the Authority on request in accordance with Clause 8.5 of this Schedule 2 in order to publish performance information regarding the Supplier where the Authority is required to do so by the Procurement Act 2023.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day–to- day operation of this Contractthe Framework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day-to-day operation of the ContractFramework Agreement. The Review meetings shall take place at the frequency specified in the Specification. Should the Specification not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly quarterly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one Ten (1) week prior to each review meeting, but in any event not less than three (310) Business Days prior to each review meeting (or at such time and frequency as may be specified in the Specification) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the supply of Goods, the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including Framework Agreement and any Call-Off Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Call-Off Contracts, since the last Reportsuch performance report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by Approved Organisations in relation to the Authority regarding supply of Goods or the Services and any complaints from or on behalf provision of patients or other service usersthe Services, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Reportreview meeting written report; 8.3.6 8.3.3 the information specified in the Specification as being relevant to the operation of this ContractFramework Agreement; 8.3.7 8.3.4 a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 8.3.5 such other information as reasonably required by the Authority. 8.4 Unless specified otherwise specified in this Contractthe Specification, Selection Questionnaire and Bid, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2. 8.5 The Supplier shall provide at no charge, provide full, accurate and complete Management Information to the Authority, in the format and frequency set out in Schedule 9 (Management Information). The Supplier shall send the Management Information to the Authority by no later than the 7th (seventh) Business Day of the following month the relevant Management Information is due. 8.6 The Supplier shall provide such information as the Authority may request from time to time within five (5) Business Days of the date of the request (“Contract Management Information”). The Supplier shall supply the Management Information and/or the Contract Management Information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such Management Information and/or the Contract Management Information to another Contracting Authority, whose role it is to analyse such information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with Management Information and/or the Contract Management Information relating to the Goods and/or the Services ordered and any payments made under this Framework Agreement or any Contracts and any other information relevant to the operation of this Framework Agreement. 8.7 Upon receipt of Management Information and/or the Contract Management Information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: 8.7.1 storing and analysing the Management Information and the Contract Management Information and producing statistics; and 8.7.2 sharing the Management Information and the Contract Management Information, or any statistics produced using the Management Information or the Contract Management Information with any other Contracting Authority. 8.8 If the Third Party Body and/or the Authority shares the Management Information or the Contract Management Information, any Contracting Authority receiving the Management Information or the Contract Management Information shall, where such Management Information and Contract Management Information is subject to obligations of confidence under this Framework Agreement and such Management Information and Contract Management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). 8.9 The Authority may make changes to the type of Management Information and the Contract Management Information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes. 8.10 The Supplier shall be in breach of this Framework Agreement (such that the Authority may elect to apply the process in clause 15.3) if: 8.10.1 there is any failure by the Supplier to provide the Management Information or the Contract Management Information in accordance with the timeframes set out in this Clause 8 (Contract Management) or Schedule 9 (Management Information); and/or 8.10.2 there is any material error(s) and/or material omission(s) in the Management Information and/or the Contract Management Information. 8.11 The Supplier shall be liable for any loss suffered by the Authority including (but not limited to) any miscalculation of the NCIS Fee that arises as a result of any breach referred to in clause 8.10 above. 8.12 By no later than five (5) Business Days following execution of the Call-off Contract and Order Form the Supplier shall: 8.12.1 notify the Authority in writing that it has entered into the Call-off Terms and Conditions and Order Form with an Approved Organisation; 8.12.2 send the executed version of the Order Form and the associated Call-off Terms and Conditions to the Authority. 8.13 If the Supplier fails to supply any information requested by the Authority, including but not limited to the Management Information and/or the Contract Management Information, after two (2) separate Authority written requests (the “Initial Requests”), then the Authority reserves the right to charge the Supplier £100 plus VAT (to address administrative cost incurred by the Authority in relation to the Additional Requests) associated with for any additional Authority written requests for the information (the “Additional Requests”) in excess of the two (2) Initial Requests. 8.14 Any Additional Requests shall be issued no earlier than five (5) Business Days after the previous request. 8.15 By no later than the anniversary of the Commencement Date each and every year during the Term, the Parties shall meet to review the appropriateness of the KPIs (the “KPI Meeting”). 8.16 By no later than ten (10) Business Days prior to the KPI Meeting, the Supplier shall provide the Authority with proposals for new or revised KPIs to facilitate and promote continuous improvement. 8.17 The Parties shall consider and discuss the Supplier’s proposals (as set out in clause 8.16) at the KPI Meeting and seek to agree (both Parties to act reasonably) the KPIs for the subsequent year. 8.18 If the Parties fail to agree the KPIs at the KPI Meeting then the matter shall be a Dispute and be resolved in accordance with clause 22 (Dispute Resolution).

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contractthe Framework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the ContractFramework Agreement. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly quarterly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision supply of the Services Goods and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including Framework Agreement and any Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Contracts, since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by Participating Authorities in relation to the Authority regarding the Services and any complaints from or on behalf supply of patients or other service usersGoods, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in the Specification and Tender Response Document as being relevant to the operation of this Contract; 8.3.7 Framework Agreement; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2. The Supplier shall provide such management information as the Authority may request from time to time and/or such information as the Authority may request from time to time as required to enable its compliance with its publication obligations under the Procurement Act 2023 within seven (7) Business Days of the date of the request. The Supplier shall supply the requested information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such information to another Contracting Authority, whose role it is to analyse such information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods and/or the Services ordered and any payments made under this Framework Agreement or any Contracts and any other information relevant to the operation of this Framework Agreement. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Framework Agreement and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes. The Supplier acknowledges and agrees that the Authority may use the management information provided and/or any information supplied to the Authority on request in accordance with Clause 8.5 of this Schedule 2 in order to publish performance information regarding the Supplier where the Authority is required to do so by the Procurement Act 2023

Contract Management. 8.1 Each Party shall (a) Atlantic will appoint one individual with sufficient seniority, experience and retain a authority to oversee the Atlantic’s performance under this Agreement (the Atlantic “Contract Manager”) and, for periods when any Contract Manager is absent due to illness or vacation, a deputy for him or her, who shall will be the primary point of contact for the Executive Officers. One of the Trust’s PEO, PFO, or such other Person designated by the Board from time to time, shall be the Trust’s “Contract Manager”. The Contract Managers for each Party shall be responsible for the overall management of this Agreement. Subject to and as contemplated by this Agreement (including specifically Section 11), the Contract Managers or their deputies will have the authority and be given the primary responsibility to: (i) oversee matters relating to their respective appointing Party that are set out in this Agreement; (ii) represent the appointing Party in relation to matters arising from this Contract. Where more than one Supplier is a party Agreement and make or communicate management decisions by or on behalf of the appointing Party on day-to-day issues; (iii) on behalf of the appointing Party and in relation to this ContractAgreement, each Supplier shall appoint a Contract Manager to represent that Supplierreceive and respond to, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaceddeliver, the organisation replacing the Contract Manager shall promptly inform the other Party (A) requests for information and reports and (B) notices and communications, excepting for Instructions and as otherwise specifically provided in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. The Supplier confirms and agrees that it will work closely and cooperate fully with the Authority’s Contract ManagerAgreement. 8.2 Each Party shall ensure that (iv) monitor the appointing Party’s compliance with its representatives obligations under this Agreement; (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)v) shall attend review meetings on a regular basis to review the performance of the Supplier under this Services and the achievement of Service Standards; (vi) conduct preliminary discussions concerning new, or changes to existing Services or Service Standards, including a determination of whether any such change or addition requires or does not require a Service Change before implementation; (b) Each Party shall notify the other Party promptly of any planned change of its Contract Manager or any deputy to the Contract Manager. (c) Each Party shall cause its Contract Managers to attend: (i) a quarterly meeting (or as otherwise agreed by the Contract Managers) at which Atlantic’s performance of the Services in compliance with the Service Standards shall be reviewed; and (ii) a periodic meeting (as agreed by such persons) at which strategic review and planning issues in relation to discuss matters arising generally under this Contractthe Services are discussed. Each Party shall ensure that those attending provide its Contract Manager with such meetings have information and documentation as may be reasonably necessary for the authority Contract Manager to make decisions regarding carry out its functions. The Contract Managers shall agree on the day to day operation form and content of the Contract. The first minutes of each such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures report relating to the KPIs occurring in the period between the Effective Date foregoing and the date of Services (i) that may be requested by the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating Board or (ii) to be delivered to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the AuthorityBoard. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contractthe Framework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the ContractFramework Agreement. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly quarterly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including Framework Agreement and any Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Contracts, since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by Participating Authorities in relation to the Authority regarding provision of the Services and any complaints from or on behalf of patients or other service usersServices, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in the Specification and Tender Response Document as being relevant to the operation of this Contract; 8.3.7 Framework Agreement; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Services ordered and any payments made under this Framework Agreement or any Contracts and any other information relevant to the operation of this Framework Agreement. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information, or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Framework Agreement and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contractthe Framework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day-to-day operation of the ContractFramework Agreement. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly quarterly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision supply of the Services Goods and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including Framework Agreement and any Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Contracts, since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by Participating Authorities in relation to the Authority regarding the Services and any complaints from or on behalf supply of patients or other service usersGoods, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in the Specification and Tender Response Document as being relevant to the operation of this Contract; 8.3.7 Framework Agreement; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavors to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods ordered and any payments made under this Framework Agreement or any Contracts and any other information relevant to the operation of this Framework Agreement. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Framework Agreement and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to anybody that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 1.5 of this Schedule 2. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 30.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision supply of the Services Goods and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Reportsuch performance report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding in relation to the Services and any complaints from or on behalf supply of patients or other service usersGoods, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Reportreview meeting written report; 8.3.6 8.3.3 the information specified in this Contractthe Specification and Tender Response Document; 8.3.7 8.3.4 a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 8.3.5 such other information as reasonably required by the Authority. 8.4 Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2. 8.5 The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods purchased, any payments made under this Contract and any other information relevant to the operation of this Contract. 8.6 Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: 8.6.1 storing and analysing the management information and producing statistics; and 8.6.2 sharing the management information or any statistics produced using the management information with any other Contracting Authority. 8.7 If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). 8.8 The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party Customer and CACI shall appoint and retain each provide a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to Work Package who will be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details responsible for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation management issues of the Services. A Description of Work To support the development of certain systems and/or software for the Customer/its client i.e. [name of end client], on the programme known as [xxx]. B Details of Personnel [Insert levels of staff needed e.g. senior design engineer, systems analyst etc etc and/or named personnel you want.] [If named staff are business critical include: “In the event that any of the named CACI staff become unavailable, CACI may offer a substitute of equivalent skills, experience and qualifications to carry out the Work. In this event, CACI shall provide an overlap period at no cost to ensure a smooth and comprehensive transition of the work.”] C Duration The duration of this Contract. The Supplier confirms and agrees that it will work closely and cooperate fully Work is from [dd/mm/yy to dd/mm/yy] inclusive unless terminated earlier in accordance with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance terms of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have Agreement or extended in accordance with the authority to make decisions regarding the day to day operation terms of the ContractAgreement. E Location CACI shall be required to work on site at [… ] (Base Location). This Base Location may be subject to change provided CACI agrees to the change and that the Customer gives sufficient prior notice and agreement is reached on any changes to compensation or terms of this Agreement. F Fees The first such meeting maximum Fees for this Work Package are £x. This assumes x person at 37 hours per week for x weeks. Customer shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be have no liability for any costs above this limit unless it has been agreed in writing between by authorised representatives of both parties. Working Hours – Standard working hours are Mon to Fri xx.xx to xx.xx. Working outside these times and for hours in excess of a normal working week require prior written authorisation. The standard hourly rate set out above applies for any overtime or non-standard hours worked. Such additional hours shall be included in the Partiesoverall maximum Fees unless agreed otherwise. G Key Delivery Milestones [List any if known for example the Customer’s deadline to get a job done. 8.3 No more than one (1) week prior ] H Customer Dependencies [List any, for example, Customer must provide/complete the following types of xxxx data/materials/tasks by xxxx date, in order for CACI to perform xxxx tasks] I Intellectual Property Rights Pursuant to clause 10 in the Agreement, the parties have selected the following option; the terms of each review meetingoption are detailed in Appendix 2: [Select option as set out in Agreement clause 10] A CACI owns all Intellectual Property Rights in Work and grants to Customer a perpetual, but non- exclusive, royalty free licence to use, reproduce, modify and sublicense that Work in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the ordinary operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authorityits business. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contractthe Framework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the ContractFramework Agreement. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly quarterly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the supply of Goods, the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including Framework Agreement and any Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Contracts, since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by Participating Authorities in relation to the Authority regarding supply of Goods or the Services and any complaints from or on behalf provision of patients or other service usersthe Services, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in the Specification and Tender Response Document as being relevant to the operation of this Contract; 8.3.7 Framework Agreement; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2. The Supplier shall provide such management information as the Authority may request from time to time and/or such information as the Authority may request from time to time as required to enable its compliance with its publication obligations under the Procurement Act 2023 within seven (7) Business Days of the date of the request. The Supplier shall supply the requested information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such information to another Contracting Authority, whose role it is to analyse such information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods and/or the Services ordered and any payments made under this Framework Agreement or any Contracts and any other information relevant to the operation of this Framework Agreement. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information, or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Framework Agreement and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes. The Supplier acknowledges and agrees that the Authority may use the management information provided and/or any information supplied to the Authority on request in accordance with Clause 8.5 of this Schedule 2 in order to publish performance information regarding the Supplier where the Authority is required to do so by the Procurement Act 2023.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the supply of the Goods, the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding the supply of Goods or provision of Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions. The Supplier shall provide such management information as the Authority may request from time to time and/or such information as the Authority may request from time to time as required to enable its compliance with assessment, notification and publication obligations under the Procurement Act 2023 within seven (7) Business Days of the date of the request. The Supplier shall supply the requested information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such information to another Contracting Authority, whose role it is to: (a) analyse such information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities); or (b) manage the Framework Agreement with the Supplier (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods and Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2 of these Call-off Terms and Conditions, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes. The Supplier acknowledges and agrees that the Authority may use the management information provided and/or any information produced to assess the Supplier’s performance against KPIs and publish performance information regarding the Supplier where the Authority is required to do so by the Procurement Act 2023.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contractthe Framework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the ContractFramework Agreement. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly quarterly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision supply of the Services Goods and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including Framework Agreement and any Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Contracts, since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by Participating Authorities in relation to the Authority regarding the Services and any complaints from or on behalf supply of patients or other service usersGoods, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in the Specification and Tender Response Document as being relevant to the operation of this Contract; 8.3.7 Framework Agreement; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods ordered and any payments made under this Framework Agreement or any Contracts and any other information relevant to the operation of this Framework Agreement. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Framework Agreement and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 ‌ 9.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this ContractFramework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 9.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the ContractFramework Agreement. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent Review meetings shall take place at monthly intervals the frequency specified in the Specification or as may otherwise be (should the Specification not state the frequency) whenever deemed necessary by the Authority and agreed in writing between the Parties. 8.3 No more than one (1) week 9.3 Two weeks prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting (or at such time and frequency as may be specified in the Specification) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision supply of the Services Goods and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 9.3.1 details of the performance of the Supplier under this Contract (including Framework Agreement and any Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Contracts, since the last Reportsuch performance report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 9.3.2 details of any complaints by Participating Authorities in relation to the Authority regarding the Services and any complaints from or on behalf supply of patients or other service usersGoods, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Reportreview meeting written report; 8.3.6 9.3.3 the information specified in the Specification as being relevant to the operation of this Contract;Framework Agreement;‌ 8.3.7 9.3.4 a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 9.3.5 such other information as reasonably required by the Authority. 8.4 9.4 Unless specified otherwise specified in this Contractthe Specification, the Authority shall may (at its sole discretion) take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The If the Authority elects to take minutes of the review meeting and circulate them to the Supplier, the Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached, the Parties will each produce minutes of the review meeting and shall retain a copy of such minutes for its own records.

Contract Management. 8.1 Each Party 9.1 The Provider shall appoint and retain a Contract Manager Provider Representative and ▇▇▇ shall appoint and retain a HEE Representative who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and contract. 9.2 Should either the Suppliers shall appoint one of HEE Representative or the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager Provider Representative be replaced, the organisation Party replacing the Contract Manager HEE Representative or the Provider Representative (as applicable) shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager HEE Representative or Lead Contract ManagerProvider Representative. Any Contract Manager HEE Representative or the Provider Representative appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. the contract. 9.3 The Supplier Provider confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract ManagerHEE Representative. 8.2 9.4 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)the HEE Representative and the Provider Representative) shall shall, attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Review Meetings in accordance with clause 37. 9.5 Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Partiescontract. 8.3 No more than one 9.6 Ten (1) week prior to each review meeting, but in any event not less than three (310) Business Days prior to each review meeting Review Meeting the Supplier Provider shall provide a written contract management report (“Report”) to the Authority HEE regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalscontract. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 9.6.1 details of the performance of the Supplier under this Contract (including as Provider when assessed against in accordance with the KPIs under this Contract since the last Reportin Error! Reference source not found.; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 9.6.2 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service userscomplaints, their nature of any such complaints and the way in which the Supplier Provider has responded to such complaints since the last Reportreview meeting written report; 8.3.6 9.6.3 the information specified in this Contractthe Services; 8.3.7 9.6.4 a status report in relation to the implementation of any current Remedial Proposal Action Plan by either Party; and 8.3.8 9.6.5 such other information as reasonably required by the Authority▇▇▇. 8.4 9.7 Unless specified otherwise specified in this Contractthe Services, the Authority HEE shall take minutes of each review meeting Review Meeting and shall circulate draft minutes to the Supplier Provider within a reasonable time five (5) Business Days following such review meeting. Review Meeting. 9.8 The Supplier Provider shall inform the Authority ▇▇▇ in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. . 9.9 If the Supplier Provider does not respond to the Authority HEE within such fivefive (5) Business Days the minutes will be deemed to be approved. 9.10 Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the Dispute Resolution Procedure. 9.11 The Provider shall provide such management information as ▇▇▇ may request from time to time within five (5) Business Days of the date of the request. The Provider shall supply the management information to HEE in such form as may be specified by HEE and, where requested to do so, the Provider shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). 9.12 The Provider confirms and agrees that ▇▇▇ may itself provide the Third Party Body with management information relating to the Services purchased, any Funding provided under this contract, and any other information relevant to the operation of this contract. 9.13 Upon receipt of management information supplied by the Provider to HEE and/or the Third Party Body, or by HEE to the Third Party Body, the Parties hereby consent to the Third Party Body and HEE: 9.13.1 storing and analysing the management information and producing statistics; and 9.13.2 sharing the management information or any statistics produced using the management information with any other Authority. 9.14 If the Third Party Body and/or HEE shares the management information or any other information provided under clause 9.13, any Authority receiving the management information shall, where such management information is subject to obligations of confidence under this contract and such management information is provided direct by ▇▇▇ to such Authority, be informed of the confidential nature of that information by ▇▇▇ and shall be requested by HEE not to disclose it to anybody that is not an Authority (unless required to do so by ▇▇▇). 9.15 HEE may make changes to the type of management information which the Provider is required to supply and shall give the Provider at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day-to-day operation of this Contract. The Supplier confirms and agrees that it will work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day-to-day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authority. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each The Supplier shall appoint a within five (5) days of signing the Call Off Contract Manager send to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of Buyers’ email addresses the name and contact details (including email address and telephone number) of the Account Manager for this Call Off Contract. The nominated Account Manager shall have a minimum of two (2) years relevant industry experience. The Supplier shall also ensure that a Deputy Account Manager has been appointed and their name and contact details (including email address and telephone number) are provided to the Buyers prior to any period of the Account Manager’s unavailability and absence. The Supplier shall ensure that the Deputy Account Manager has the same powers, authority and discretion as the Account Manager. The Account Manager shall be in principal contact with the Wholesaler and shall liaise with the Buyers in order to provide support on all aspects of the water supply and sewerage services delivered by the Wholesaler and the Supplier. The Account Manager will be responsible for ensuring that the Supplier develops, maintains and manages the relationship with the relevant Wholesaler, on behalf of the Buyers, in the delivery of a Call Off contract in a manner that ensures the requirements of the Buyers are met in full. There will be no requirement for the new Buyers to communicate directly with the Wholesaler. The Supplier shall, when required, support the Buyers in providing recommendations in relation to the Goods and Services provided, improve value for money, answering queries, dealing with complaints and technical support. The Account Manager of the Call Off Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience security cleared to be able the Buyers’ stated level in advance prior to make decisions on the day to day operation of this Call off Contract. The Supplier confirms and agrees that it will work closely and cooperate fully with shall provide a consistent Account Management support function across the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance Buyers regardless of size of the Supplier under this Contract and to discuss matters arising generally under this Call Off Contract. Each Party If a change of Account Management personnel is required, the Supplier shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation inform Crown Commercial Service and Buyers of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place change at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than least one (1) week month prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authority. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meetingchange taking effect. The Supplier shall inform ensure a suitable handover period is included in any change of personnel. The Supplier will be required to provide and maintain a dedicated customer service team which will act as the Authority first point of contact and focal point for all enquiries from Buyers. The Supplier will be responsible for ensuring that all enquiries received from Buyers are dealt with and resolved in writing of any suggested amendments accordance with agreed Key Performance Indicators. The Supplier may be required to undertake visits to individual Buyers’ sites to discuss the minutes within five (5) Business Days of receipt operation of the draft minutescontract, where requested. If The Account Manager Supplier Review Meetings with the Buyer with agenda items and the frequency of meetings is to be monthly as required by the Buyer. The Supplier does not respond should ensure that a contract review meeting is held with the Buyers and the Account Management personnel monthly for the initial six months of the Call Off Contract and quarterly thereafter. Equally, meetings with individual Buyers may be required to address local issues. Attendance at Contract Review meetings shall be at the Authority within such fiveSupplier’s own expense.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day-to-day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the supply of the Goods, the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as when assessed against in accordance with the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding the supply of Goods or provision of Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days, the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority, whose role it is to: (a) analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities); or (b) manage the Framework Agreement with the Supplier (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third-Party Body with management information relating to the Goods and Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third-Party Body, or by the Authority to the Third-Party Body, the Parties hereby consent to the Third-Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2 of these Call-off Terms and Conditions, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to anybody that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party 9.1 The Provider shall appoint and retain a Contract Manager Provider Representative and ▇▇▇ shall appoint and retain a HEE Representative who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and contract. 9.2 Should either the Suppliers shall appoint one of HEE Representative or the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager Provider Representative be replaced, the organisation Party replacing the Contract Manager HEE Representative or the Provider Representative (as applicable) shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager HEE Representative or Lead Contract ManagerProvider Representative. Any Contract Manager HEE Representative or the Provider Representative appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. the contract. 9.3 The Supplier Provider confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract ManagerHEE Representative. 8.2 9.4 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)the HEE Representative and the Provider Representative) shall shall, attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Review Meetings in accordance with clause 37. 9.5 Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Partiescontract. 8.3 No more than one 9.6 Ten (1) week prior to each review meeting, but in any event not less than three (310) Business Days prior to each review meeting Review Meeting the Supplier Provider shall provide a written contract management report (“Report”) to the Authority HEE regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalscontract. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 9.6.1 details of the performance of the Supplier under this Contract (including as Provider when assessed against in accordance with the KPIs under this Contract since the last Reportin Error! Reference source not found.; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 9.6.2 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service userscomplaints, their nature of any such complaints and the way in which the Supplier Provider has responded to such complaints since the last Reportreview meeting written report; 8.3.6 9.6.3 the information specified in this Contractthe Services; 8.3.7 9.6.4 a status report in relation to the implementation of any current Remedial Proposal Action Plan by either Party; and 8.3.8 9.6.5 such other information as reasonably required by the Authority▇▇▇. 8.4 9.7 Unless specified otherwise specified in this Contractthe Services, the Authority HEE shall take minutes of each review meeting Review Meeting and shall circulate draft minutes to the Supplier Provider within a reasonable time five (5) Business Days following such review meeting. Review Meeting. 9.8 The Supplier Provider shall inform the Authority ▇▇▇ in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. . 9.9 If the Supplier Provider does not respond to the Authority HEE within such fivefive (5) Business Days the minutes will be deemed to be approved. 9.10 Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the Dispute Resolution Procedure. 9.11 The Provider shall provide such management information as ▇▇▇ may request from time to time within five (5) Business Days of the date of the request. The Provider shall supply the management information to HEE in such form as may be specified by HEE and, where requested to do so, the Provider shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). 9.12 The Provider confirms and agrees that ▇▇▇ may itself provide the Third Party Body with management information relating to the Services purchased, any Funding provided under this contract, and any other information relevant to the operation of this contract. 9.13 Upon receipt of management information supplied by the Provider to HEE and/or the Third Party Body, or by HEE to the Third Party Body, the Parties hereby consent to the Third Party Body and HEE: 9.13.1 storing and analysing the management information and producing statistics; and 9.13.2 sharing the management information or any statistics produced using the management information with any other Authority. 9.14 If the Third Party Body and/or ▇▇▇ shares the management information or any other information provided under clause 9.13, any Authority receiving the management information shall, where such management information is subject to obligations of confidence under this contract and such management information is provided direct by HEE to such Authority, be informed of the confidential nature of that information by HEE and shall be requested by ▇▇▇ not to disclose it to anybody that is not an Authority (unless required to do so by Law). 9.15 HEE may make changes to the type of management information which the Provider is required to supply and shall give the Provider at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contractthe Framework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the ContractFramework Agreement. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly quarterly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Specification and Tender Response Document) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision supply of the Services Goods and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including Framework Agreement and any Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Contracts, since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by Participating Authorities in relation to the Authority regarding the Services and any complaints from or on behalf supply of patients or other service usersGoods, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in the Specification and Tender Response Document as being relevant to the operation of this Contract; 8.3.7 Framework Agreement; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 . Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 5 of the Key Provisions and Clause 32.3 of this Schedule 2. The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to another Contracting Authority whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods ordered and any payments made under this Framework Agreement or any Contracts and any other information relevant to the operation of this Framework Agreement. Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 18.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Framework Agreement and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall 13.1. The Parties respectively appoint and retain a Contract Manager who shall be (i) the primary point of contact for individuals identified as such in the other Party Core Services Description as their Representatives in relation to matters arising from this Contractthe Implementation Services and the Core Services and (ii) the individuals identified as such in the Work Instruction as their Representatives in relation to the Additional Services under that Work Instruction. 13.2. Where Each Party may, by written notice to each other Party, revoke or amend the authority of its Representative or appoint a new Representative, provided always that the Supplier may not at any time appoint (i) more than one Supplier is a party person to this Contract, each Supplier shall appoint a Contract Manager be its Representative in relation to represent that Supplier, the Implementation Services and the Suppliers Core Services and (ii) more than one person to be its Representative in relation to the particular Additional Services covered under each Work Instruction. Any change to the Supplier’s Representative shall appoint one be subject to the prior consent of the Contract Managers so appointed to Company, which consent shall not be their Lead Contract Manager with authority to represent all unreasonably withheld or delayed. 13.3. The Parties’ relevant Representatives shall be responsible for the day-to-day management of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replacedImplementation Services, the organisation replacing Core Services and the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract ManagerServices provided under any Work Instruction (as applicable). 13.4. Any Contract Manager appointed shall be of sufficient seniority and experience In addition to be able to make decisions on the day to day operation operational contact between the Parties, the Parties shall hold regular progress meetings (“Progress Meetings”) to review the Implementation Services, the Core Services, each Work Instruction and this Agreement generally and to discuss progress of this Contracteach Work Instruction, their respective levels of satisfaction in respect of the performance by each Party of its obligations and (subject to Clause 17 (Variation Procedure)) to agree any changes necessary to address any areas of dissatisfaction. Progress Meetings shall be attended by the Parties’ Representatives, as well as such other individuals as either Party may nominate from time to time. 13.5. The time, date and venue of the Progress Meetings shall be agreed by the Parties and the Supplier confirms shall send an agenda to the Company not less than five (5) Working Days in advance of any Progress Meeting, incorporating any relevant reports and agrees that it will work closely and cooperate fully with such other items as the Authority’s Contract ManagerCompany may request. The Company shall chair each Progress Meeting. 8.2 Each Party 13.6. The Parties shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on they have at their disposal at the Progress Meetings all information and personnel necessary for a regular basis to review the performance meaningful discussion of the Supplier under this Contract items on the agenda and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings they are represented by personnel who have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Partiestheir behalf. 8.3 No more than one (1) week prior to each review meeting13.7. If requested by the Company, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide the Company with regular reports throughout the term of this Agreement in relation to the progress of the Implementation Services, the Core Services, each Work Instruction and the performance of the Parties’ obligations, which shall contain such information as the Company may reasonably request from time to time. Without prejudice to the preceding sentence, the Supplier shall provide, as a minimum, the reports required under paragraph 5 of the Core Services Description and Schedule Part 3 (Service Levels). 13.8. Without prejudice to the generality of Clause 13.7 and to the Supplier's obligations and responsibilities under Clause 25.3 and Clause 25.4, the Supplier will provide a written contract management report (“Report”) to the Authority regarding Company (within ten (10) Working Days of receipt of each such request from the Company) containing the following information (which the Supplier warrants and represents shall be true and accurate as at the date of the report): 13.8.1. an anonymised list of the Supplier Personnel engaged in the performance of the Services, identifying which, if any, of those Supplier Personnel the Supplier considers may be in scope of a transfer under the Employment Regulations in the event of termination of all or the relevant part of this Agreement; and 13.8.2. a brief indication of the job function performed by each member of the Supplier Personnel and the proportion of time spent by that member of the Supplier Personnel in performing the Services. The Supplier shall ensure that it complies with the requirements of the Data Protection Legislation in the provision of reports pursuant to this Clause 13.8. 13.9. The Supplier acknowledges that the Key Personnel identified (i) in the Core Services Description are essential to the proper provision of the Implementation Services and the Core Services to the Company and (ii) in each Work Instruction are essential to the proper provision of the Services and to the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly Company pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the that Work Instruction. The Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties shall ensure that all Key Personnel remain engaged in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under relevant Services throughout the term of this Contract Agreement (including as assessed against or throughout the KPIs under this Contract since the last Report; 8.3.2 in the case period of performance of the first review meetingrelevant Services, a calculation of if shorter). 13.10. Without prejudice to Clause 13.9, the number of Primary KPI Failure Points and Supplier shall use all reasonable endeavours to ensure that the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case role of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of Key Personnel is not vacant for any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authority. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such longer than five

Contract Management. 8.1 Each Party 9.1 The Provider shall appoint and retain a Contract Manager Provider Representative and HEE shall appoint and retain a HEE Representative who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and contract. 9.2 Should either the Suppliers shall appoint one of HEE Representative or the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager Provider Representative be replaced, the organisation Party replacing the Contract Manager HEE Representative or the Provider Representative (as applicable) shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager HEE Representative or Lead Contract ManagerProvider Representative. Any Contract Manager HEE Representative or the Provider Representative appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. the contract. 9.3 The Supplier Provider confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract ManagerHEE Representative. 8.2 9.4 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)the HEE Representative and the Provider Representative) shall shall, attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Review Meetings in accordance with clause 37. 9.5 Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Partiescontract. 8.3 No more than one 9.6 Ten (1) week prior to each review meeting, but in any event not less than three (310) Business Days prior to each review meeting Review Meeting the Supplier Provider shall provide a written contract management report (“Report”) to the Authority HEE regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalscontract. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 9.6.1 details of the performance of the Supplier under this Contract (including as Provider when assessed against in accordance with the KPIs under this Contract since the last Reportin Error! Reference source not found.; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 9.6.2 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service userscomplaints, their nature of any such complaints and the way in which the Supplier Provider has responded to such complaints since the last Reportreview meeting written report; 8.3.6 9.6.3 the information specified in this Contractthe Services; 8.3.7 9.6.4 a status report in relation to the implementation of any current Remedial Proposal Action Plan by either Party; and 8.3.8 9.6.5 such other information as reasonably required by the AuthorityHEE. 8.4 9.7 Unless specified otherwise specified in this Contractthe Services, the Authority HEE shall take minutes of each review meeting Review Meeting and shall circulate draft minutes to the Supplier Provider within a reasonable time five (5) Business Days following such review meeting. Review Meeting. 9.8 The Supplier Provider shall inform the Authority HEE in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. . 9.9 If the Supplier Provider does not respond to the Authority HEE within such fivefive (5) Business Days the minutes will be deemed to be approved. 9.10 Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the Dispute Resolution Procedure. 9.11 The Provider shall provide such management information as HEE may request from time to time within five (5) Business Days of the date of the request. The Provider shall supply the management information to HEE in such form as may be specified by HEE and, where requested to do so, the Provider shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). 9.12 The Provider confirms and agrees that HEE may itself provide the Third Party Body with management information relating to the Services purchased, any Funding provided under this contract, and any other information relevant to the operation of this contract. 9.13 Upon receipt of management information supplied by the Provider to HEE and/or the Third Party Body, or by HEE to the Third Party Body, the Parties hereby consent to the Third Party Body and HEE: 9.13.1 storing and analysing the management information and producing statistics; and 9.13.2 sharing the management information or any statistics produced using the management information with any other Authority. 9.14 If the Third Party Body and/or HEE shares the management information or any other information provided under clause 9.13, any Authority receiving the management information shall, where such management information is subject to obligations of confidence under this contract and such management information is provided direct by HEE to such Authority, be informed of the confidential nature of that information by HEE and shall be requested by HEE not to disclose it to anybody that is not an Authority (unless required to do so by Law). 9.15 HEE may make changes to the type of management information which the Provider is required to supply and shall give the Provider at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent Review meetings shall take place at monthly intervals or as may otherwise be the frequency specified in the Specification. Should the Specification not state the frequency, then the review meetings shall take place at the frequency agreed in writing between the Parties. 8.3 No more than one The Supplier shall provide such management information as the Authority may request from time to time within seven (1) week prior to each review meeting, but in any event not less than three (37) Business Days prior of the date of the request. The Supplier shall supply the management information to each review meeting the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide a written contract such management report information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“ReportThird Party Body”) ). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Authority regarding the provision of the Services purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. Where . 8.4 Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties have agreed hereby consent to hold review meetings less frequently than Monthly pursuant to the Third Party Body and the Authority: 8.4.1 storing and analysing the management information and producing statistics; and 8.4.2 sharing the management information or any statistics produced using the management information with any other Contracting Authority. 8.5 If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.2 8.4 of this Schedule 2 of these Call-Off Terms and Conditions then a Report 2, any Contracting Authority receiving the management information shall, without prejudice where such management information is subject to the remainder obligations of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier confidence under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints such management information is provided direct by the Authority regarding to such Contracting Authority, be informed of the Services and any complaints from or on behalf of patients or other service users, their confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any such complaints and body that is not a Contracting Authority (unless required to do so by Law). 8.6 The Authority may make changes to the way in type of management information which the Supplier has responded is required to such complaints since supply and shall give the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation Supplier at least one (1) month’s written notice of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authoritychanges. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall whoshall be the primary point primarypoint of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the reviewthe performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such attendingsuch meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetingsshall take place at the frequency specifiedin the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, thenthe first such meeting suchmeeting shall take place on a date to be agreed on or around the end of the first Month month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week Two weeks prior to each review meeting, but eachreview meeting (or at such time and frequency as may be specified in any event not less than three (3the Specification and Tender Response Document) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of provisionof the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by agreedby the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against whenassessed in accordance with the KPIs under this Contract since the last Reportsuch performance report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to respondedto such complaints since the last Reportreview meeting written report; 8.3.6 8.3.3 the information specified in this Contractspecifiedin the Specification and Tender Response Document; 8.3.7 8.3.4 a status report in relation to relationto the implementation of implementationof any current Remedial Proposal Proposals by either Party; and 8.3.8 8.3.5 such other information as reasonably required reasonablyrequired by the Authority. 8.4 Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments suggestedamendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivef ive

Contract Management. 8.1 Each Party 9.1 The Provider shall appoint and retain a Contract Manager Provider Representative and ▇▇▇ shall appoint and retain a HEE Representative who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and contract. 9.2 Should either the Suppliers shall appoint one of HEE Representative or the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager Provider Representative be replaced, the organisation Party replacing the Contract Manager HEE Representative or the Provider Representative (as applicable) shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager HEE Representative or Lead Contract ManagerProvider Representative. Any Contract Manager HEE Representative or the Provider Representative appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. the contract. 9.3 The Supplier Provider confirms and agrees that it will be expected to work closely and cooperate coope rate fully with the Authority’s Contract ManagerHEE Representative. 8.2 9.4 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)the HEE Representative and the Provider Representative) shall shall, attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Review Meetings in accordance with clause 37. 9.5 Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Partiescontract. 8.3 No more than one 9.6 Ten (1) week prior to each review meeting, but in any event not less than three (310) Business Days prior to each review meeting Review Meeting the Supplier Provider shall provide a written contract management report (“Report”) to the Authority HEE regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalscontract. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 9.6.1 details of the performance of the Supplier under this Contract (including as Provider when assessed against in accordance with the KPIs under this Contract since the last Reportin Error! Reference source not found.; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 9.6.2 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service userscomplaints, their nature of any such complaints and the way in which the Supplier Provider has responded to such complaints since the last Reportreview meeting written report; 8.3.6 9.6.3 the information specified in this Contractthe Services; 8.3.7 9.6.4 a status report in relation to the implementation of any current Remedial Proposal Action Plan by either Party; and 8.3.8 9.6.5 such other information as reasonably required by the Authority▇▇▇. 8.4 9.7 Unless specified otherwise specified in this Contractthe Services, the Authority HEE shall take minutes of each review meeting Review Meeting and shall circulate draft minutes to the Supplier Provider within a reasonable time five (5) Business Days following such review meeting. Review Meeting. 9.8 The Supplier Provider shall inform the Authority ▇▇▇ in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. . 9.9 If the Supplier Provider does not respond to the Authority HEE within such fivefive (5) Business Days the minutes will be deemed to be approved. 9.10 Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the Dispute Resolution Procedure. 9.11 The Provider shall provide such management information as ▇▇▇ may request from time to time within five (5) Business Days of the date of the request. The Provider shall supply the management information to HEE in such form as may be specified by HEE and, where requested to do so, the Provider shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). 9.12 The Provider confirms and agrees that ▇▇▇ may itself provide the Third Party Body with management information relating to the Services purchased, any Funding provided under this contract, and any other information relevant to the operation of this contract. 9.13 Upon receipt of management information supplied by the Provider to HEE and/or the Third Party Body, or by HEE to the Third Party Body, the Parties hereby consent to the Third Party Body and HEE: 9.13.1 storing and analysing the management information and producing statistics; and 9.13.2 sharing the management information or any statistics produced using the management information with any other Authority. 9.14 If the Third Party Body and/or ▇▇▇ shares the management information or any other information provided under clause 9.13, any Authority receiving the management information shall, where such management information is subject to obligations of confidence under this contract and such management information is provided direct by HEE to such Authority, be informed of the confidential nature of that information by HEE and shall be requested by ▇▇▇ not to disclose it to anybody that is not an Authority (unless required to do so by Law). 9.15 HEE may make changes to the type of management information which the Provider is required to supply and shall give the Provider at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall ‌ 13.1. The Parties respectively appoint and retain a Contract Manager who shall be (i) the primary point of contact for individuals identified as such in the other Party Core Services Description as their Representatives in relation to matters arising from this Contractthe Core Services and (ii) the individuals identified as such in the Work Instruction as their Representatives in relation to the Additional Services under that Work Instruction. 13.2. Where Each Party may, by written notice to each other Party, revoke or amend the authority of its Representative or appoint a new Representative, provided always that the Supplier may not at any time appoint (i) more than one Supplier is a party person to this Contractbe its Representative in relation to the Core Services and (ii) more than one person to be its Representative in relation to the particular Additional Services covered under each Work Instruction,. Any change to the Supplier’s Representative shall be subject to the prior consent of the Company, each Supplier which consent shall appoint a Contract Manager to represent that Supplier, not be unreasonably withheld or delayed. 13.3. The Parties’ Representatives shall be responsible for the day-to-day management of the Core Services and the Suppliers shall appoint one of the Contract Managers so appointed Services provided under any Work Instruction (as applicable). 13.4. In addition to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation operational contact between the Parties, the Parties shall hold regular progress meetings (“Progress Meetings”) to review the Core Services, each Work Instruction and this Agreement generally and to discuss progress of this Contracteach Work Instruction, their respective levels of satisfaction in respect of the performance by each Party of its obligations and (subject to Clause 17 (Variation Procedure)) to agree any changes necessary to address any areas of dissatisfaction. Progress Meetings shall be attended by the Parties’ Representatives, as well as such other individuals as either Party may nominate from time to time. 13.5. The time, date and venue of the Progress Meetings shall be agreed by the Parties and the Supplier confirms shall send an agenda to the Company not less than five (5) Working Days in advance of any Progress Meeting, incorporating any relevant reports and agrees that it will work closely and cooperate fully with such other items as the Authority’s Contract ManagerCompany may request. The Company shall chair each Progress Meeting. 8.2 Each Party 13.6. The Parties shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on they have at their disposal at the Progress Meetings all information and personnel necessary for a regular basis to review the performance meaningful discussion of the Supplier under this Contract items on the agenda and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings they are represented by personnel who have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Partiestheir behalf. 8.3 No more than one (1) week prior to each review meeting13.7. If requested by the Company, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide the Company with regular reports throughout the term of this Agreement in relation to the progress of the Core Services, each Work Instruction and the performance of the Parties’ obligations, which shall contain such information as the Company may reasonably request from time to time. 13.8. Without prejudice to the generality of Clause 13.7 and to the Supplier's obligations and responsibilities under Clause 25.3 and Clause 25.4, the Supplier will provide a written contract management report (“Report”) to the Authority regarding Company (within ten (10) Working Days of receipt of each such request from the Company) containing the following information (which the Supplier warrants and represents shall be true and accurate as at the date of the report): 13.8.1. an anonymised list of the Supplier Personnel engaged in the performance of the Services, identifying which, if any, of those Supplier Personnel the Supplier considers may be in scope of a transfer under the Employment Regulations in the event of termination of all or the relevant part of this Agreement; and 13.8.2. a brief indication of the job function performed by each member of the Supplier Personnel and the proportion of time spent by that member of the Supplier Personnel in performing the Services. The Supplier shall ensure that it complies with the requirements of the Data Protection Legislation in the provision of reports pursuant to this Clause 13.8. 13.9. The Supplier acknowledges that the Key Personnel identified (i) in the Core Services Description are essential to the proper provision of the Core Services to the Company and (ii) in each Work Instruction are essential to the proper provision of the Services and to the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly Company pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the that Work Instruction. The Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties shall ensure that all Key Personnel remain engaged in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under relevant Services throughout the term of this Contract Agreement (including as assessed against or throughout the KPIs under this Contract since the last Report; 8.3.2 in the case period of performance of the first review meetingrelevant Services, a calculation if shorter). 13.10. Without prejudice to Clause 13.9, the Supplier shall use all reasonable endeavours to ensure that the role of any Key Personnel is not vacant for any longer than five (5) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. 13.11. The Company (acting reasonably) may identify any of the number Supplier Personnel as Key Personnel in connection with any Services, who shall then be included on the list of Primary KPI Failure Points and Key Personnel under the number of Secondary KPI Failure Points occurring Core Services Description or relevant Work Instruction (as applicable). The Company may also require the Supplier to remove any Key Personnel that the Company (acting reasonably) considers in the period between the Effective Date and the date of the first review meetingany respect unsatisfactory, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating subject to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any Company providing reasons for such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authorityremoval. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting13.12. The Supplier shall inform not during the Authority in writing term of any suggested amendments this Agreement and for twelve (12) months following the termination of this Agreement either directly or indirectly solicit or entice away (or seek to attempt to solicit or entice away) from the minutes within five (5) Business Days of receipt employment of the draft minutes. If the Supplier does not respond to the Authority within such fiverelevant ScottishPower Group Company any person employed or engaged by any ScottishPower Group Company.

Contract Management. 8.1 Each Party Article 2.1 The designated contact person for the Contractor is ___ . The Contractor's services under this agreement shall appoint be directed and retain managed from the contractor’s office. The Contractor may assign other consulting professionals to provide services under the contract after providing notice to, and obtaining approval from, the Project Director. All such individuals assigned to provide services under this Contract shall work under the direction and management of the individual listed above. Article 2.2 The Contractor will maintain the involvement of those individuals identified in Article 2.1 above. In the event of an unforeseeable circumstance that requires substitution for any of those individuals, the Contractor shall notify the State in writing of the proposed substitution. The State reserves the right to accept or reject a Contract Manager who proposed substitute. In addition, before substitution of any individual is effected, the State must approve the extent to which transitional time will be billed. Article 2.3 At the discretion of the Project Director, the Contractor may be required to prepare an estimate of the time and costs necessary to complete any matter assigned under this contract. Article 2.4 The contractor agrees to closely monitor costs incurred and fees to be charged for services provided under this agreement and to alert the Project Director before such costs and fees exceed the authorized contract amount. In the event the Contractor fails to notify the Project Director prior to incurring a cost overrun, the contractor shall assume liability for any excess costs and fees incurred up until the time at which the contractor notifies the project director of the overrun. Article 2.5 The period of performance, scope, and amount of this agreement may be amended in writing at the discretion of the State. In addition, the parties to this agreement acknowledge that work may begin on the date shown in Article 3. ("Period of Performance") and that the foregoing date may precede the date of execution of this agreement because immediate performance is required to serve the best interest of the state. Article 2.6 The Attorney General's Office shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. The Supplier confirms and agrees that it will work closely and cooperate fully substantive dealings with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its media. In the event the Contractor is contacted by media representatives (to include, without limitation, its Contract Manager concerning this or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or cases being handled on behalf of patients or other service usersthe state, their nature the Contractor should decline any comment beyond confirming factual matters that are already a matter of any such complaints public record and refer the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation individuals to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the AuthorityProject Director. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 9.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersFramework Agreement. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this ContractFramework Agreement. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 9.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract Framework Agreement and to discuss matters arising generally under this ContractFramework Agreement. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the ContractFramework Agreement. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent Review meetings shall take place at monthly intervals the frequency specified in the Specification or as may otherwise be (should the Specification not state the frequency) whenever deemed necessary by the Authority and agreed in writing between the Parties. 8.3 No more than one (1) week 9.3 Two weeks prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting (or at such time and frequency as may be specified in the Specification) the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision supply of the Services Goods and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsFramework Agreement. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 9.3.1 details of the performance of the Supplier under this Contract (including Framework Agreement and any Contracts when assessed in accordance with the KPIs, as assessed against relevant to the KPIs under this Contract Framework Agreement and any Contracts, since the last Reportsuch performance report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 9.3.2 details of any complaints by Participating Authorities in relation to the Authority regarding the Services and any complaints from or on behalf supply of patients or other service usersGoods, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Reportreview meeting written report; 8.3.6 9.3.3 the information specified in the Specification as being relevant to the operation of this ContractFramework Agreement; 8.3.7 9.3.4 a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 9.3.5 such other information as reasonably required by the Authority. 8.4 9.4 Unless specified otherwise specified in this Contractthe Specification, the Authority shall may (at its sole discretion) take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The If the Authority elects to take minutes of the review meeting and circulate them to the Supplier, the Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached, the Parties will each produce minutes of the review meeting and shall retain a copy of such minutes for its own records. 9.5 The Supplier shall provide such Management Information as the Authority may request from time to time within seven (7) Business Days of the date of the request. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such Management Information to another Contracting Authority whose role it is to analyse such Management Information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods ordered and any payments made under this Framework Agreement or any Contracts and any other information relevant to the operation of this Framework Agreement. 9.6 Upon receipt of Management Information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: 9.6.1 storing and analysing the Management Information and producing statistics; and 9.6.2 sharing the Management Information or any statistics produced using the management information with any other Contracting Authority. 9.7 If the Third Party Body and/or the Authority shares the Management Information or any other information provided under Clause 9.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Framework Agreement and such Management Information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). 9.8 The Authority may make changes to the type of Management Information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party The Service Provider shall appoint and retain a Contract Manager who shall be the primary point of contact responsible for the other Party day-to-day delivery of the Services. The Service Provider shall ensure that the Contract Manager has the authority to take all day-to-day operational decisions in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one provision of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the SuppliersServices. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the The Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. The Supplier confirms and agrees that it will work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings not have the authority to make decisions regarding the day or agree amendments to day operation this Agreement. The Service Provider’s Scheme Manager shall have overall responsibility for delivery of the ContractServices to the Authority. The first Service Provider's Scheme Manager shall be authorised by the Service Provider, subject to any internal approval requirements of the Service Provider as set out in its constitution or an agreement between its shareholders, to deal with strategic matters relating to the Services and the Scheme and to make or agree amendments to this Agreement (such meeting shall take place on a date amendments to be agreed on or around made in accordance with the end Change Control Procedure). The Authority shall appoint a Service Manager who shall have overall responsibility for managing all issues arising out of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services or otherwise arising out of this Agreement. The identity of the Authority's Service Manager and his/her replacement from time to time will be notified to the Service Provider in writing. The Authority's Service Manager and Service Provider's Contract Manager shall meet not less than once per quarter and during the Implementation Period not less than once per month. The venue for the meeting shall, unless otherwise agreed be at the Authority's premises. Either Party may request more frequent meetings if reasonably considered necessary. The meetings shall seek to:- ensure that the other Party is fully briefed on relevant information material to this Agreement and to the provision of the Services including during the implementation Period, the Service Provider's progress against the Implementation Plan; ensure the successful and efficient operation of this Contract. Where Agreement and provision of the Parties have agreed Services; consider operational issues with a view to hold review meetings less frequently than Monthly pursuant to Clause 8.2 improving the provision of this Schedule 2 the Services; settle at an early stage any potential areas of these Call-Off Terms and Conditions then dispute without the need of a Report shall, without prejudice formal referral to the remainder Dispute Resolution Procedure; and escalate areas of this Clause 8.3 of this Schedule 2 of these Call-Off Terms dispute within the Dispute Resolution Procedure. No later than thirty (30) Business Days from and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details including each anniversary of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authority. 8.4 Unless otherwise specified in this ContractService Commencement Date, the Authority and the Service Provider shall take minutes review the overall operation of each review meeting this Agreement to assess:- the Service Provider's performance under the Agreement; whether the Services continue to meet the Authority's requirements; and shall circulate draft minutes whether the parties are working effectively together and to identify areas for improvement. Any changes to the Supplier within Services that the parties agree to make as a reasonable time following result of such review meeting. The Supplier shall inform be implemented in accordance with the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fiveChange Control Procedure.

Contract Management. 8.1 Each Party 10.4.1 The Operator shall appoint and retain appoint:- (a) a Service Supervisor who shall be responsible for the day-to-day delivery of the Services. The Operator shall ensure that the Service Supervisor has the authority to take all day-to-day operational decisions in relation to the provision of the Services. The Service Supervisor shall not have the authority to make or agree amendments to this Agreement; and (b) a Contract Manager who shall be have overall responsibility for delivery of the primary point of contact for Services to the other Party Authority. The Operator shall ensure that the Contract Manager has the authority to take all strategic decisions in relation to matters arising from this ContractAgreement. Where more than one Supplier is a party The Operator's Contract Manager shall have the authority to make or agree amendments to this ContractAgreement, each Supplier such amendments to be made in accordance with the provisions of Clause 44 and, if relevant, the Change Control Procedure. 10.4.2 The Operator shall not remove or replace its Service Supervisor or Contract Manager unless: (a) requested to do so in writing by the Authority; (b) the Service Supervisor or Contract Manager resigns or is dismissed; or (c) the Authority agrees to such removal or replacement (such agreement not to be unreasonably withheld or delayed). 10.4.3 Any replacement for the Operator's Service Supervisor or Contract Manager shall require the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed). 10.4.4 The Authority shall appoint a Contract Manager to represent that Supplier, and the Suppliers who shall appoint one have overall responsibility for managing all issues arising out of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. The Supplier confirms and agrees that it will work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services or otherwise arising out of this Agreement. The identity of the Authority's Contract Manager and his/her replacement from time to time will be notified to the Operator in writing. 10.4.5 The Authority's and Operator's Contract Managers together with the Operator's Service Supervisor shall meet not less than once per quarter and during the Implementation Phase not less than once per fortnight. The venue for the meeting shall, unless otherwise agreed be at the Authority's premises. Either Party may request more frequent meetings with a view to:- (a) ensuring that the other Party is fully briefed on relevant information material to this Agreement and to the provision of the Services; (b) ensuring the successful and efficient operation of this Contract. Where Agreement and provision of the Parties have agreed Services; (c) considering operational issues with a view to hold review meetings less frequently than Monthly pursuant to Clause 8.2 improving the provision of this Schedule 2 the Services; (d) settling at an early stage any potential areas of these Call-Off Terms and Conditions then dispute without the need of a Report shall, without prejudice formal referral to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either PartyDispute Resolution Procedure; and 8.3.8 such other information as reasonably required by (e) escalating areas of dispute within the AuthorityDispute Resolution Procedure. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 Each Party 9.1 The Provider shall appoint and retain a Contract Manager Provider Representative and ▇▇▇ shall appoint and retain a HEE Representative who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and contract. 9.2 Should either the Suppliers shall appoint one of HEE Representative or the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager Provider Representative be replaced, the organisation Party replacing the Contract Manager HEE Representative or the Provider Representative (as applicable) shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager HEE Representative or Lead Contract ManagerProvider Representative. Any Contract Manager HEE Representative or the Provider Representative appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. the contract. 9.3 The Supplier Provider confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract ManagerHEE Representative. 8.2 9.4 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)the HEE Representative and the Provider Representative) shall shall, attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Review Meetings in accordance with clause 37. 9.5 Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Partiescontract. 8.3 No more than one 9.6 Ten (1) week prior to each review meeting, but in any event not less than three (310) Business Days prior to each review meeting Review Meeting the Supplier Provider shall provide a written contract management report (“Report”) to the Authority HEE regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalscontract. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 9.6.1 details of the performance of the Supplier under this Contract (including as Provider when assessed against in accordance with the KPIs under this Contract since the last Reportin Error! Reference source not found.; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 9.6.2 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service userscomplaints, their nature of any such complaints and the way in which the Supplier Provider has responded to such complaints since the last Reportreview meeting written report; 8.3.6 9.6.3 the information specified in this Contractthe Services; 8.3.7 9.6.4 a status report in relation to the implementation of any current Remedial Proposal Action Plan by either Party; and 8.3.8 9.6.5 such other information as reasonably required by the Authority▇▇▇. 8.4 9.7 Unless specified otherwise specified in this Contractthe Services, the Authority HEE shall take minutes of each review meeting Review Meeting and shall circulate draft minutes to the Supplier Provider within a reasonable time five (5) Business Days following such review meeting. Review Meeting. 9.8 The Supplier Provider shall inform the Authority ▇▇▇ in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. . 9.9 If the Supplier Provider does not respond to the Authority HEE within such fivefive (5) Business Days the minutes will be deemed to be approved. 9.10 Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the Dispute Resolution Procedure. 9.11 The Provider shall provide such management information as ▇▇▇ may request from time to time within five (5) Business Days of the date of the request. The Provider shall supply the management information to HEE in such form as may be specified by HEE and, where requested to do so, the Provider shall also provide such management information to another Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). 9.12 The Provider confirms and agrees that ▇▇▇ may itself provide the Third Party Body with management information relating to the Services purchased, any Funding provided under this contract, and any other information relevant to the operation of this contract. 9.13 Upon receipt of management information supplied by the Provider to HEE and/or the Third Party Body, or by HEE to the Third Party Body, the Parties hereby consent to the Third Party Body and HEE: 9.13.1 storing and analysing the management information and producing statistics; and 9.13.2 sharing the management information or any statistics produced using the management information with any other Authority. 9.14 If the Third Party Body and/or ▇▇▇ shares the management information or any other information provided under clause 9.13, any Authority receiving the management information shall, where such management information is subject to obligations of confidence under this contract and such management information is provided direct by ▇▇▇ to such Authority, be informed of the confidential nature of that information by ▇▇▇ and shall be requested by ▇▇▇ not to disclose it to anybody that is not an Authority (unless required to do so by Law). 9.15 HEE may make changes to the type of management information which the Provider is required to supply and shall give the Provider at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the its primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party Where the Authority reasonably requests a review meeting, and on the giving of fourteen (14) Business Days’ notice, the Supplier shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend such review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the The Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authority. 8.4 Unless otherwise specified in this Contract, the Authority shall may take minutes of each review meeting and and, if it does so, shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fivefive (5) Business Days the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavours to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the Dispute Resolution Procedure. 8.4 The Supplier shall provide the Authority with monthly delivery tracking reports within seven (7) Business Days on and from the last day of each month in which deliveries have been made in accordance with Clause 4 of this Schedule 2, unless otherwise agreed by the Authority in writing. The Supplier shall agree the format of the reports with the Authority not less than (7) Business Days prior to the first delivery of the Goods (or such other period of time agreed in writing by the Parties, acting reasonably), which shall include such information as may reasonably be required by the Authority. 8.5 The Supplier shall provide such management information as the Authority may request from time to time within seven (7) Business Days of the date of the request and such management information that the Authority may request shall include, but is not limited to the information set out in Schedule 6. The Supplier shall supply the management information to the Authority in such form as may be specified by the Authority and, where requested to do so, the Supplier shall also provide such management information to any Contracting Authority, whose role it is to analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities) (“Third Party Body”). The Supplier confirms and agrees that the Authority may itself provide the Third Party Body with management information relating to the Goods purchased, any payments made under this Contract, and any other information relevant to the operation of this Contract. 8.6 Upon receipt of management information supplied by the Supplier to the Authority and/or the Third Party Body, or by the Authority to the Third Party Body, the Parties hereby consent to the Third Party Body and the Authority: 8.6.1 storing and analysing the management information and producing statistics; and 8.6.2 sharing the management information or any statistics produced using the management information with any other Contracting Authority. 8.7 If the Third Party Body and/or the Authority shares the management information or any other information provided under Clause 8.6 of this Schedule 2, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Contract and such management information is provided direct by the Authority to such Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to any body that is not a Contracting Authority (unless required to do so by Law). 8.8 The Authority may make changes to the type of management information which the Supplier is required to supply and shall give the Supplier at least one (1) month’s prior written notice of any changes.

Contract Management. 8.1 The Contracting Authority may notify the Cascade Supplier that the Contracting Authority Staff Bank Supplier shall perform certain functions of the Contracting Authority under this Call-Off Contract relating to the delivery and management of this Call-Off Contract for and on behalf of the Contracting Authority. The Contracting Authority reserve the right to join any of these meetings. Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Call-Off Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation Party replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient adequate seniority and experience to be able to make decisions on the day to day operation of this the Contract. The Supplier Cascade supplier confirms and agrees that it will be expected to work closely and cooperate fully with the Authority’s Contracting Authority Staff Bank Supplier Contract Manager. 8.2 . Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)Manager) shall attend review meetings on a regular basis base on rank within the tiering system to review the performance of the Supplier Cascade supplier under this Call-Off Contract and to discuss matters arising generally under this Call-Off Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The Review meetings shall take place at the frequency specified in the Specification and Tender Response Document. Should the Specification and Tender Response Document not state the frequency, then the first such meeting shall take place on a date to be agreed on or around the end of the first Month third month after the Commencement Date. Subsequent meetings shall take place at monthly quarterly intervals or as may otherwise be agreed in writing between the all Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days . Two weeks prior to each review meeting (or at such time and frequency as may be specified in the Supplier Specification and Tender Response Document) the Cascade supplier shall provide a written contract management report (“Report”) to the Contracting Authority Staff Bank Supplier regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsContract. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 : details of the performance of the Supplier under this Contract (including as Cascade supplier when assessed against in accordance with the KPIs under this Contract and PIs since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 such performance report; details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier Cascade supplier has responded to such complaints since the last Report; 8.3.6 review meeting written report; the information specified in this Contract; 8.3.7 the Specification and Tender Response Document; a status report in relation to the implementation of any current Remedial Proposal Proposals by either Party; and 8.3.8 and such other information as reasonably required by the Authority. 8.4 Contracting Authority Staff Bank Supplier. Unless specified otherwise specified in this Contractthe Specification and Tender Response Document, the Contracting Authority Staff Bank Supplier shall take minutes of each review meeting and shall circulate draft minutes to the Supplier Cascade supplier within a reasonable time following such review meeting. The Supplier Cascade supplier shall inform the Contracting Authority Staff Bank Supplier in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier Cascade supplier does not respond to the Contracting Authority Staff Bank Supplier within such fivefive (5) Business Days, the minutes will be deemed to be approved. Where there are any differences in interpretation of the minutes, the Parties will use their reasonable endeavors to reach agreement. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 22 of this of these Call-Off Terms and Conditions. The Cascade supplier shall provide such management information as the Contracting Authority Staff Bank Supplier may request from time to time within seven (7) Business Days of the date of the request. The Cascade supplier shall supply the management information to the Contracting Authority Staff Bank Supplier in such form as may be specified by the Contracting Authority Staff Bank Supplier and, where requested to do so, the Cascade supplier shall also provide such management information to the Contracting Authority when require, whose role it is to: (a) analyse such management information in accordance with UK government policy (to include, without limitation, for the purposes of analysing public sector expenditure and planning future procurement activities); or (b) manage the Framework Agreement with the Cascade supplier (“Third Party Body”). The Cascade supplier confirms and agrees that the Contracting Authority may itself provide the Third-Party Body with management information relating to the Services purchased, any payments made under this Call-Off Contract, and any other information relevant to the operation of this Call-Off Contract. Upon receipt of management information supplied by the Cascade supplier to the Contracting Authority Staff Bank Supplier and/or the Third-Party Body, or by the Contracting Authority to the Third-Party Body, the Parties hereby consent to the Third-Party Body and the Contracting Authority: storing and analysing the management information and producing statistics; and sharing the management information or any statistics produced using the management information with any other Contracting Authority. If the Third Party Body and/or the Contracting Authority shares the management information or any other information provided under Clause 8.7 of this Call-Off Terms and Conditions, any Contracting Authority receiving the management information shall, where such management information is subject to obligations of confidence under this Call-Off contract and such management information is provided direct by the Contracting Authority, be informed of the confidential nature of that information by the Authority and shall be requested by the Authority not to disclose it to anybody that is not a Contracting Authority (unless required to do so by Law). The Contracting Authority may make changes to the type of management information which the Cascade supplier is required to supply and shall give the Cascade supplier at least one (1) month’s written notice of any changes.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, The SERVICE PROVIDER and the Suppliers CUSTOMER shall appoint one comply with their respective contract management obligations set out in Schedule 2-6. The SERVICE PROVIDER shall provide the Ordered Goods in accordance with the Implementation Plan specified in Schedule 2-13. If requested, the SERVICE PROVIDER shall review and comment on the Implementation Plan and in particular provide guidance as to whether any the Implementation Plan is sufficiently detailed so as to enable the CUSTOMER to manage the implementation of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all Ordered Goods effectively. The SERVICE PROVIDER shall monitor its performance against the Implementation Plan. If, at any time, the SERVICE PROVIDER becomes aware that it will not (or is unlikely to) achieve any agreed milestone by the agreed date it shall immediately notify the CUSTOMER of the organisations comprising fact of the Suppliersdelay and summarise the reasons for it. Should The SERVICE PROVIDER shall, as soon as possible and in any event not later than ten (10) Working Days after the Contract Manager or Lead Contract Manager be replacedinitial notification under Clause 6.3, give the organisation replacing the Contract Manager shall promptly inform the other Party CUSTOMER full details in writing of the name reasons for and contact details consequences of the delay and if the SERVICE PROVIDER claims that the delay is due to the CUSTOMER, the reason for making that claim. Whether the delay is due to the CUSTOMER or not, the SERVICE PROVIDER shall deploy all additional resources, and take all reasonable steps necessary to eliminate or mitigate the consequences of the delay, including without limitation issuing a correction plan (covering those aspects for which the SERVICE PROVIDER is responsible) for approval not later than ten (10) Working Days after the initial notification under Clause 6.3, which once approval has been secured, shall be followed. Any disputes about or arising out of delays shall be resolved through the Dispute Resolution Procedure in Clause 18 as may be amplified in Schedule 2-9 (“Dispute Resolution Procedure”). Pending the resolution of the dispute both parties shall continue to work to resolve the causes of, and mitigate the effects of, the delay. If any Ordered Goods do not pass the Acceptance Procedures then without prejudice to its other remedies the CUSTOMER shall be entitled to require the payment of Liquidated Damages for delay, which shall be payable by the SERVICE PROVIDER on demand, where Schedule 2-12 identifies that Liquidated Damages are payable in respect of delay in achievement of the relevant milestone. These payments will accrue on a daily basis from the relevant milestone date and will continue to accrue until the date when the milestone is achieved. Where Schedule 2-12 does not identify the payment of Liquidated Damages in respect of a milestone the CUSTOMER reserves its rights. Without prejudice to Clause 6.5, if the SERVICE PROVIDER would have been able to achieve the milestone by its agreed date but has failed to do so as a result of the CUSTOMER the SERVICE PROVIDER shall be allowed an extension of time equal to the delay caused by the CUSTOMER; not be in breach of this Contract as a result of the failure to achieve the relevant milestone by its agreed date; have no liability for Liquidated Damages in respect of the relevant milestone to the extent that the delay is directly caused by the CUSTOMER; and the CUSTOMER shall fix a revised milestone date; and if appropriate, make any consequential revision to subsequent milestones in any Implementation Plan. Change that is required to any Implementation Plan as a result of any delay shall be implemented in accordance with the Contract Change Procedure. Without prejudice to Clause 6.5, where a delay is attributable in part to the SERVICE PROVIDER and the CUSTOMER the parties shall negotiate in good faith with a view to agreeing a fair and reasonable apportionment of responsibility for the new Contract Manager or Lead Contract Managerdelay. Any Contract Manager appointed The parties agree that Liquidated Damages shall be of sufficient seniority and experience recoverable subject to be able reductions to make decisions on reflect the day extent to day operation of this Contractwhich the CUSTOMER or the SERVICE PROVIDER respectively has contributed to the delay. The Supplier confirms and agrees that it will work closely and cooperate fully If necessary, the parties may escalate the matter in accordance with the Authority’s Dispute Resolution Procedure and if the matter cannot be resolved by agreement then either party may refer the matter to an expert for determination. Nothing in this Contract Manager. 8.2 Each Party shall ensure is intended to create a partnership, or legal relationship of any kind that its representatives (would impose liability upon one party for the act or failure to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance act of the Supplier under this Contract and other party, or to discuss matters arising generally under this Contractauthorise either party to act as agent for the other party. Each Party Neither party shall ensure that those attending such meetings have the authority to make decisions regarding representations, act in the day name of, or on behalf of, or to day operation of otherwise bind the Contractother party. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Any Supplier shall provide a written contract management report (“Report”) to the Authority regarding SERVICE PROVIDER (involved in the manufacture or supply of goods or services used in order to provide the Ordered Goods) and which is business critical in respect of the provision of the Services Ordered Goods (“Supplier”) shall be notified to the CUSTOMER as such and shall be set out in Schedule 2-8. In the operation event of any doubt or disagreement as to whether a supplier is business critical to the provision of the Ordered Goods by the SERVICE PROVIDER to the CUSTOMER the CUSTOMER’s determination shall be final and binding however it shall pay due regard to any representations that may be made by the SERVICE PROVIDER in this regard. In the event that an outage of a Service Level occurs or the SERVICE PROVIDER anticipates that an outage may occur then in addition to other agreed measures the SERVICE PROVIDER shall notify the CUSTOMER immediately, inform it of proposed remedial action (unless this is impracticable prior to implementation of the same) and discuss the outage with the CUSTOMER. The SERVICE PROVIDER shall provide to the CUSTOMER's other suppliers as are periodically notified to the SERVICE PROVIDER such reasonable co-operation, information (including any documentation), advice and assistance in connection with the Ordered Goods so as to enable any such person to create and maintain technical or organisational interfaces with the Ordered Goods, where applicable, and on the ending of this ContractContract for any reason, to enable the timely transition of the Ordered Goods (or any of them) to any replacement and generally provide the CUSTOMER with such assistance as the CUSTOMER may reasonably require in respect of the supply of the Ordered Goods. Where In respect of network, communications, computer or other equipment provided by a third party contractor that do or are required to interface with the Parties SERVICE PROVIDER’s systems, the SERVICE PROVIDER shall have agreed primary management responsibility for incident or problem resolution, including for ensuring that such requirement does not interfere with the provision of the Goods in accordance with this Contract and for taking all necessary steps within its power to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to ensure that the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervalsinterface is successfully achieved. Unless otherwise If it is subsequently agreed by the Parties parties, or determined in writingaccordance with the Dispute Resolution Procedure, such contract management report shall containthat the third party supplier should have been responsible, as a minimum: 8.3.1 details or partly responsible, for resolving the relevant incident, the SERVICE PROVIDER may recover its reasonable additional expenses for resolving the issue to the extent that the third party contractor is agreed or is determined to have been responsible and to the extent that the CUSTOMER is able to recover an equivalent amount from the relevant third party contractor. To the extent that any of the performance Ordered Goods require software in order to be supported the SERVICE PROVIDER shall notify the CUSTOMER in advance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case release of any other review meeting a calculation of replacement software or an upgrade to such software and will co-ordinate its activity with the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating CUSTOMER to ensure it minimises any disruption to the KPIs occurring Ordered Goods or the CUSTOMER's operations. Any change in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the SERVICE PROVIDER provides the Ordered Goods which would materially increase the CUSTOMER's risk or reduce the effect of the governance provisions of this Contract shall be agreed in accordance with the Contract Change Procedure. The CUSTOMER and the SERVICE PROVIDER shall review the Service Levels every six (6) Months and the SERVICE PROVIDER shall produce a report for the CUSTOMER as to whether these still properly reflect the nature of the Contract. Such report shall be used as the basis for a meeting to discuss the same and if any changes are agreed then these shall be made in accordance with the Contract Change Procedure so as to reflect changes in the CUSTOMER’s requirements. The SERVICE PROVIDER shall use reasonable endeavours not to change any Supplier has responded without the prior written consent of the CUSTOMER, such consent not to be unreasonably withheld and as part of seeking the CUSTOMER’s consent to such complaints since change the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation SERVICE PROVIDER shall use reasonable endeavours to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other provide sufficient information as reasonably required by requested to the Authority. 8.4 Unless otherwise specified in this ContractCUSTOMER so as to demonstrate that such change will not compromise security and risk mitigation and the SERVICE PROVIDER shall use reasonable endeavours on request to ensure that it is able, within a timeframe reasonably acceptable to the Authority shall take minutes of each review meeting and shall circulate draft minutes CUSTOMER, to source goods or services from an alternative supplier to the Supplier within a reasonable time following such review meetingwhich are of no less functionality and performance than those supplied by the Supplier to the SERVICE PROVIDER and used in the provision of the Ordered Goods. The Supplier SERVICE PROVIDER shall inform ensure that its staff, agents and Sub-Contractors have good English language communication skills and interpersonal skills in order to meet the Authority in writing of any suggested amendments to relevant Service Levels for the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such fiveGoods.

Contract Management. 8.1 Each Party 16.1 This provisions of this Clause 16 shall appoint and retain a Contract Manager who apply to the Authority only; where any Other Contracting Body accesses the Integrated Framework, its separate contract management procedures shall be apply to the primary point management of contact for the other Party Providers in relation to matters arising from this Contract. Where more than one Supplier is a party any Services that those Providers supply to this Contract, each Supplier such Other Contracting Bodies. 16.2 The Authority shall appoint a Contract Manager person to represent that Supplierexercise its rights and powers under this Agreement, called the ”Authorised Officer”. This appointment will not limit in any way either the Authority’s rights and obligations in respect of this Framework Agreement or the Suppliers Call-Off Contracts. 16.3 The Provider shall appoint one of a person to exercise its rights and powers under this Agreement, called the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead “Contract Manager”. Any Contract Manager appointed This appointment will not limit in any way the Provider’s rights and obligations in respect of this Framework Agreement or the Call-Off Contracts. 16.4 The Provider shall submit Management Information including performance indicators to the Authority as detailed in Schedule 5. The Management Information shall be of sufficient seniority and experience submitted to be able to make decisions on the day to day operation of this Contract. Authority by the Provider in electronic form unless otherwise agreed by the Authority. 16.5 The Supplier confirms Provider acknowledges and agrees that it will work closely and cooperate fully the Authority may share the Management Information supplied by the Provider with the Authority’s Contract Managerany Contracting Body. 8.2 Each Party shall ensure that its representatives (16.6 The Authority may make changes to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance scope of the Supplier under this Contract Management Information which the Provider is required to supply and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have give the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place Provider at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than least one (1) week prior to each review meetingMonth's written notice of any changes. 16.7 On request from the Authority, but in any event not less than three (3) Business Days prior to each review meeting the Supplier Provider shall provide a written contract management report (“Report”) to supply the Authority regarding from time to time with such information and reports (including copies of such documents and other material) as the Authority reasonably requires in relation to the provision of the Services and within ten (10) Working Days of receiving such a request. 16.8 The Authority will meet the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority Provider quarterly or at no less than Monthly intervals. Unless intervals as otherwise agreed by the Parties in writing, such parties. The Provider must ensure that appropriate representatives are available to attend meetings. The meetings will be inclusive of contract management report shall contain, as a minimum: 8.3.1 details delivery and performance. The purpose of the meetings will be to review the parties performance of the Supplier their respective obligations under this Contract (including as assessed against Framework Agreement and the KPIs under this Contract since Call-Off Contract(s) and to any other issues relating to the last Report;Services. 8.3.2 in the case of 16.9 A standing agenda for review meetings, governance and key performance indicators will be agreed at the first review meeting, a calculation meeting to take place on commencement of this Framework Agreement. 16.10 The Provider shall permit the Authorised Officer or any person authorised by them to inspect or witness the provision of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints Services by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the AuthorityProvider. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five

Contract Management. 8.1 Each Party shall 13.1. The Parties respectively appoint and retain a Contract Manager who shall be (i) the primary point of contact for individuals identified as such in the other Party Core Services Description as their Representatives in relation to matters arising from this Contractthe Core Services and (ii) the individuals identified as such in the Work Instruction as their Representatives in relation to the Additional Services under that Work Instruction. 13.2. Where Each Party may, by written notice to each other Party, revoke or amend the authority of its Representative or appoint a new Representative, provided always that the Supplier may not at any time appoint (i) more than one Supplier is a party person to this Contractbe its Representative in relation to the Core Services and (ii) more than one person to be its Representative in relation to the particular Additional Services covered under each Work Instruction,. Any change to the Supplier’s Representative shall be subject to the prior consent of the Company, each Supplier which consent shall appoint a Contract Manager to represent that Supplier, not be unreasonably withheld or delayed. 13.3. The Parties’ Representatives shall be responsible for the day-to-day management of the Core Services and the Suppliers shall appoint one of the Contract Managers so appointed Services provided under any Work Instruction (as applicable). 13.4. In addition to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation operational contact between the Parties, the Parties shall hold regular progress meetings (“Progress Meetings”) to review the Core Services, each Work Instruction and this Agreement generally and to discuss progress of this Contracteach Work Instruction, their respective levels of satisfaction in respect of the performance by each Party of its obligations and (subject to Clause 17 (Variation Procedure)) to agree any changes necessary to address any areas of dissatisfaction. Progress Meetings shall be attended by the Parties’ Representatives, as well as such other individuals as either Party may nominate from time to time. 13.5. The time, date and venue of the Progress Meetings shall be agreed by the Parties and the Supplier confirms shall send an agenda to the Company not less than five (5) Working Days in advance of any Progress Meeting, incorporating any relevant reports and agrees that it will work closely and cooperate fully with such other items as the Authority’s Contract ManagerCompany may request. The Company shall chair each Progress Meeting. 8.2 Each Party 13.6. The Parties shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on they have at their disposal at the Progress Meetings all information and personnel necessary for a regular basis to review the performance meaningful discussion of the Supplier under this Contract items on the agenda and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings they are represented by personnel who have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Partiestheir behalf. 8.3 No more than one (1) week prior to each review meeting13.7. If requested by the Company, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide the Company with regular reports throughout the term of this Agreement in relation to the progress of the Core Services, each Work Instruction and the performance of the Parties’ obligations, which shall contain such information as the Company may reasonably request from time to time. 13.8. Without prejudice to the generality of Clause 13.7 and to the Supplier's obligations and responsibilities under Clause 25.3 and Clause 25.4, the Supplier will provide a written contract management report (“Report”) to the Authority regarding Company (within ten (10) Working Days of receipt of each such request from the Company) containing the following information (which the Supplier warrants and represents shall be true and accurate as at the date of the report): 13.8.1. an anonymised list of the Supplier Personnel engaged in the performance of the Services, identifying which, if any, of those Supplier Personnel the Supplier considers may be in scope of a transfer under the Employment Regulations in the event of termination of all or the relevant part of this Agreement; and 13.8.2. a brief indication of the job function performed by each member of the Supplier Personnel and the proportion of time spent by that member of the Supplier Personnel in performing the Services. The Supplier shall ensure that it complies with the requirements of the Data Protection Legislation in the provision of reports pursuant to this Clause 13.8. 13.9. The Supplier acknowledges that the Key Personnel identified (i) in the Core Services Description are essential to the proper provision of the Core Services to the Company and (ii) in each Work Instruction are essential to the proper provision of the Services and to the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly Company pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the that Work Instruction. The Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties shall ensure that all Key Personnel remain engaged in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under relevant Services throughout the term of this Contract Agreement (including as assessed against or throughout the KPIs under this Contract since the last Report; 8.3.2 in the case period of performance of the first review meetingrelevant Services, a calculation if shorter). 13.10. Without prejudice to Clause 13.9, the Supplier shall use all reasonable endeavours to ensure that the role of any Key Personnel is not vacant for any longer than five (5) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. 13.11. The Company (acting reasonably) may identify any of the number Supplier Personnel as Key Personnel in connection with any Services, who shall then be included on the list of Primary KPI Failure Points and Key Personnel under the number of Secondary KPI Failure Points occurring Core Services Description or relevant Work Instruction (as applicable). The Company may also require the Supplier to remove any Key Personnel that the Company (acting reasonably) considers in the period between the Effective Date and the date of the first review meetingany respect unsatisfactory, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating subject to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any Company providing reasons for such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authorityremoval. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting13.12. The Supplier shall inform not during the Authority in writing term of any suggested amendments this Agreement and for twelve (12) months following the termination of this Agreement either directly or indirectly solicit or entice away (or seek to attempt to solicit or entice away) from the minutes within five (5) Business Days of receipt employment of the draft minutes. If the Supplier does not respond to the Authority within such fiverelevant ScottishPower Group Company any person employed or engaged by any ScottishPower Group Company.

Contract Management. 8.1 Each Party shall appoint and retain a Contract Manager who shall be the primary point of contact for the other Party in relation to matters arising from this Contract. Where more than one Supplier is a party to this Contract, each Supplier shall appoint a Contract Manager to represent that Supplier, and the Suppliers shall appoint one of the Contract Managers so appointed to be their Lead Contract Manager with authority to represent all of the organisations comprising the Suppliers. Should the Contract Manager or Lead Contract Manager be replaced, the organisation replacing the Contract Manager shall promptly inform the other Party in writing of the name and contact details for the new Contract Manager or Lead Contract Manager. Any Contract Manager appointed shall be of sufficient seniority and experience to be able to make decisions on the day to day operation of this Contract. The Supplier confirms and agrees that it will work closely and cooperate fully with the Authority’s Contract Manager. 8.2 Each Party shall ensure that its representatives (to include, without limitation, its Contract Manager or Lead Contract Manager (where applicable)) shall attend review meetings on a regular basis to review the performance of the Supplier under this Contract and to discuss matters arising generally under this Contract. Each Party shall ensure that those attending such meetings have the authority to make decisions regarding the day to day operation of the Contract. The first such meeting shall take place on a date to be agreed on or around the end of the first Month after the tender title Page 12 of 66 Commencement Date. Subsequent meetings shall take place at monthly intervals or as may otherwise be agreed in writing between the Parties. 8.3 No more than one (1) week prior to each review meeting, but in any event not less than three (3) Business Days prior to each review meeting the Supplier shall provide a written contract management report (“Report”) to the Authority regarding the provision of the Services and the operation of this Contract. Where the Parties have agreed to hold review meetings less frequently than Monthly pursuant to Clause 8.2 of this Schedule 2 of these Call-Off Terms and Conditions then a Report shall, without prejudice to the remainder of this Clause 8.3 of this Schedule 2 of these Call-Off Terms and Conditions, be produced by the Supplier and submitted to the Authority at no less than Monthly intervals. Unless otherwise agreed by the Parties in writing, such contract management report shall contain, as a minimum: 8.3.1 details of the performance of the Supplier under this Contract (including as assessed against the KPIs under this Contract since the last Report; 8.3.2 in the case of the first review meeting, a calculation of the number of Primary KPI Failure Points and the number of Secondary KPI Failure Points occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of Primary KPI Failure Points and Secondary KPI Failure Points occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.3 in the case of the first review meeting, a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the Effective Date and the date of the first review meeting, and in the case of any other review meeting a calculation of the number of KPI Failures relating to the KPIs occurring in the period between the preceding review meeting and the review meeting at which the Report will be considered; 8.3.4 Not used 8.3.5 details of any complaints by the Authority regarding the Services and any complaints from or on behalf of patients or other service users, their nature of any such complaints and the way in which the Supplier has responded to such complaints since the last Report; 8.3.6 the information specified in this Contract; 8.3.7 a status report in relation to the implementation of any current Remedial Proposal by either Party; and 8.3.8 such other information as reasonably required by the Authority. 8.4 Unless otherwise specified in this Contract, the Authority shall take minutes of each review meeting and shall circulate draft minutes to the Supplier within a reasonable time following such review meeting. The Supplier shall inform the Authority in writing of any suggested amendments to the minutes within five (5) Business Days of receipt of the draft minutes. If the Supplier does not respond to the Authority within such five