Common use of Provision of the Services Clause in Contracts

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any description of the Services in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent. The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any description of provide the Services in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied during the Agreement Period in accordance with the provisions Client’s requirements as set out in the Specification and the terms of the Agreement. The Client shall have the power to inspect and examine the performance of the Services at any reasonable time. If the Client informs the Supplier that the Client considers that any part of the Services do not meet the requirements of the Agreement or differ in any way from those requirements, and this Call Off Contract is other than as a result of Default on the part of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within the time agreed or on a specified date. Without prejudice to any other rights and remedies the TenderClient may have pursuant to the Agreement, the Supplier shall reimburse the Client for all reasonable costs incurred by the Client which have arisen as a direct consequence of the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier shall acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent. The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contractthe Agreement; subject shall neither be entitled to Clause 22.1 (Variation Procedure), obtain, any additional payment nor excused from any obligation or liability under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreement; and maintain throughout shall comply with all lawful and reasonable directions of the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision Client relating to its performance of the Services; ensure . The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that any products such assistance or services recommended management of other suppliers is as described in, contemplated by or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or reasonably to be inferred from the Services shall enable or the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property nature or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition manner of the supply of thereof. Notwithstanding the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trustabove, the Supplier shall enforce such warranties in accordance with any shall, where directed by the Client, provide at no cost all reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither itassistance, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as to any other third party with which any member of the Customer may reasonably request for Client’s Group has a relationship subject to the purposes signature of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on confidentiality agreements between the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thingthose third parties.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the description of the Services in Call Off Schedule 2 (( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract or (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a7.(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent7.(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. Services General application This Clause 8. shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer Contracting Authority relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the description of the Services in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract or (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's ’s own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalentClause 7.(a). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services Services recommended or otherwise specified by the Supplier for use by the Customer Contracting Authority in conjunction with the Deliverables and/or the Services andServices shall enable the Deliverables and/or and the Services to meet the requirements of the CustomerContracting Authority; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the CustomerContracting Authority); and ensure that the Services are fully compatible with any Customer Contracting Authority Property or Customer Contracting Authority Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the CustomerContracting Authority's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer Contracting Authority are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer Contracting Authority and/or to any Replacement Supplier; assign to the CustomerContracting Authority, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the CustomerContracting Authority, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer Contracting Authority may notify from time to time to the Supplier; provide the Customer Contracting Authority with such assistance as the Customer Contracting Authority may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer Contracting Authority or otherwise brings the Customer Contracting Authority into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the CustomerContracting Authority, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer Contracting Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Key Sub Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. Services General application This Clause 8. shall apply if any Services have been included in Annex 1 (The Services) of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the description of the Services in Call Off Schedule 2 (( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract or (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES General application This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the Customer’s description of the Services in Call Off Schedule 2 (Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent7.1.3(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that: the release of any new Supplier Software or upgrade to any Supplier Software complies with the interface requirements of the Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the relevant specification; any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the CustomerCustomer as specified by the Customer at the time of entering into this Call Off Contract and subject to any subsequent Variation; ensure that the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer)) and will be Euro Compliant; and ensure that the Services are fully compatible with any Customer Software, Customer System, Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the description of the Services in Call Off Schedule 2 (( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract or (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. Services General application This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer Contracting Authority relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the description of the Services in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract or (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's ’s own established procedures and practices to the extent the same do not conflict with the requirements of Clauses Clause 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services Services recommended or otherwise specified by the Supplier for use by the Customer Contracting Authority in conjunction with the Deliverables and/or the Services andServices shall enable the Deliverables and/or and the Services to meet the requirements of the CustomerContracting Authority; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the CustomerContracting Authority); and ensure that the Services are fully compatible with any Customer Contracting Authority Property or Customer Contracting Authority Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the CustomerContracting Authority's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer Contracting Authority are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer Contracting Authority and/or to any Replacement Supplier; assign to the CustomerContracting Authority, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the CustomerContracting Authority, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer Contracting Authority may notify from time to time to the Supplier; provide the Customer Contracting Authority with such assistance as the Customer Contracting Authority may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer Contracting Authority or otherwise brings the Customer Contracting Authority into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the CustomerContracting Authority, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer Contracting Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Key Sub Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. Services General application This Clause 8 shall apply if any Services have been included in Annex 1 (The Services) of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the Customer’s description of the Services in Call Off Schedule 2 (Goods and Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent7.1.3(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that: the release of any new Supplier Software or upgrade to any Supplier Software complies with the interface requirements of the Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the relevant specification; any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the CustomerCustomer as specified in the Order Form and Schedule 2 (Goods and Services); ensure that the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer)) and will be Euro Compliant; and ensure that the Services are fully compatible with any Customer Software, Customer System, Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the Customer’s description of the Services in Call Off Schedule 2 (Goods and Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent7.1.3(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that: the release of any new Supplier Software or upgrade to any Supplier Software complies with the interface requirements of the Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the relevant specification; any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer)) and will be Euro Compliant; and ensure that the Services are fully compatible with any Customer Software, Customer System, Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Call-Off Contract. The Supplier shall ensure that the Services: comply in all respects with any description of the Services in Call Call-Off Schedule 2 (Services) or elsewhere in this Call Call-Off Contract; and are supplied in accordance with the provisions of this Call Call-Off Contract or and the Tender. The Supplier shall perform its obligations under this Call Call-Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a8.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent8.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Call-Off Contract; subject to Clause 22.1 21 (Variation Procedure), obtain, and maintain throughout the duration of this Call Call-Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Call-Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Call-Off Contract) or otherwise used by the Supplier in connection with this Call Call-Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Call-Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Call-Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Call-Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Call-Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the description of the Services in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract or (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's Suppliers own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s Suppliers obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s Suppliers compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES General application This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any description of the Services in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract or and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a7.(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent7.(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 23.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Goods and/or the Services shall enable the Deliverables and/or the Goods and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing.. Services

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the description of the Services in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract or (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 23.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services Services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Project Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and manner;and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES General application This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any description of the Services in Call Off Schedule 2 (Goods and Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 20.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Goods and/or the Services shall enable the Deliverables and/or the Goods and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing.. SERVICES (PARTICULARS)

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with any the Customer’s description of the Services in Call Off Schedule 2 (Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a7.(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent7.(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that: the release of any new Supplier Software or upgrade to any Supplier Software complies with the interface requirements of the Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the relevant specification; any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the CustomerCustomer as specified by the Customer at the time of entering into this Call Off Contract and subject to any subsequent Variation; ensure that the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer)) and will be Euro Compliant; and ensure that the Services are fully compatible with any Customer Software, Customer System, Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing.