Common use of Representatives Clause in Contracts

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 20, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Service Provider Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Service Provider Representative shall be agreed in accordance with Clause 26 27 (Supplier Service Provider Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier Service Provider of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the SupplierService Provider, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier Service Provider shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Key Sub-Contracts and the amounts paid by the Customer. The Supplier Service Provider shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the SupplierService Provider’s premises and/or provide records and accounts (including copies of the SupplierService Provider's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier Service Provider and/or its Sub-Contractors of any of the SupplierService Provider’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier Service Provider (including the costs of all Sub-Contractors and any third party suppliersService Providers) in connection with the provision of the Services; verify the Open Book Data; verify the SupplierService Provider’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier Service Provider of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the SupplierService Provider, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier Service Provider in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and recordsnot used; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the SupplierService Provider’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the SupplierService Provider’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier Service Provider or delay the provision of the Services save insofar as the Supplier Service Provider accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the SupplierService Provider’s rights in respect of Confidential Information, the Supplier Service Provider shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier Service Provider and to any Supplier Service Provider Equipment used in the provision of the Services; and access to the Supplier Service Provider Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021, unless the audit reveals a Default by the Supplier Service Provider in which case the Supplier Service Provider shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits Levels and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s Suppliers quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits Levels and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021., unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative of the Shareholders approves the designation of --------------- and designates Xxxxxx Xxxx and Xxxxx Xxxx, as the representatives of the Principal Shareholders (the "Representatives") and as the attorney-in-fact and agent for and on behalf of each Shareholder with respect to the delivery of the Closing Balance Sheet and the Closing Liabilities Schedule under Section 1.2, the resolution of Deferred Payment under Section 1.4 hereof and claims for indemnification under this Article VIII and the taking by the Representatives of any and all actions and the making of any decisions required or permitted to be taken by the Representatives under this Agreement, including, without limitation, the exercise of the power to: (a) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (b) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article VIII; and (c) take all actions necessary in the judgment of the Representatives for the duration accomplishment of this Call Off Contract who shall the foregoing. The Representatives will have the authority and power to act on behalf of their respective Party each Principal Shareholder with respect to the disposition, settlement or other handling of all claims under Article VIII and all rights or obligations arising under Article VIII. The Shareholders will be bound by all actions taken and documents executed by the Representatives in connection with Article VIII, and DoveBid will be entitled to rely on any action or decision of either Representative. In performing the functions specified in this Agreement, the Representatives will not be liable to any Shareholder in the absence of gross negligence or willful misconduct on the matters set out in, or in connection with, this Call Off Contractpart of the Representatives. The initial Supplier Representative Principal Shareholders shall be severally indemnify the person named as such in Representatives and hold them harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier part of the identity Representatives and arising out of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision acceptance or administration of the Services; verify the Open Book Data; verify the Supplier’s his duties hereunder. Any out-of-pocket costs and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept expenses reasonably incurred by the Supplier Representatives in connection with this Call Off Contract; carry out actions taken by the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination Representatives pursuant to Section 6(1the terms of Article VIII (including without limitation the hiring of legal counsel and the incurring of legal fees and costs) of will be paid by the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating Principal Shareholders to the Supplier’s performance of Representatives pro rata in proportion to their respective percentage equity interests in the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject Company immediately prior to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 20, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditClosing.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 29 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Products and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 23.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 23.1 at the Supplier’s premises Premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.123.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Products and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Products and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Products and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment Equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save Products and/or Servicessave insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Products and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2023, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off ContractContract . The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off ContractContract ); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off ContractContract ; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to TestingContract ; review the Supplier’s Suppliers quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement Contract, including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 32. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 26.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 26.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.126.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2026., unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 Xxx 0000 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021., unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party party shall have a representative for the duration of this Call Off Contract who shall have the full authority to act on behalf of their respective Party party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Supplier's Representative shall be the person named as such in Schedule 3 (Additional Terms). For the Order Formavoidance of doubt, the Supplier's Representative is a Key Individual and the provisions of clause 19.8 shall apply. Any change The Supplier shall not replace its representative without the prior written approval of the Authority, such approval not to the Supplier be unreasonably withheld or delayed. The initial Authority's Representative shall be agreed the person named as such in accordance with Clause 26 Schedule 3 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation ProcedureAdditional Terms). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer Authority may, by written notice to the Supplier, revoke or amend the authority of the Customer Authority's Representative or appoint a new Customer Authority's Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier Authority shall keep and maintain for seven (7) years after be entitled to replace its representative upon reasonable written notice to the Call Off Expiry Date (or as long a period as may be agreed between Supplier. Any change in the Parties), full and accurate records and accounts identity of the operation of this Call Off Contract including Authority's Representative and/or the Services provided under it, any Sub-Contracts and Supplier's Representative shall be recorded in a Minor Change Control Note in the amounts paid by the Customerform set out in Schedule 12. Open Book The Supplier shall: keep the records and accounts referred to in Clause 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at the Supplier’s premises prepare, retain, maintain and/or provide records to any other party any and accounts (including copies of the Supplier's published accounts) or copies of the sameall Information to be prepared, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.1retained, in order that the Auditor(s) may carry out an inspection to assess compliance maintained and/or provided by the Supplier and/or its or any Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and Contractor to any other amounts payable by the Customer under this Call Off Contract (party in connection with and proposed or actual variations to them in accordance with this Call Off ContractContract on an Open Book Basis; and ensure that where such Information is requested in accordance with this Contract by or on behalf of the Authority (or any agent of the same), such Information is not unreasonably withheld and is provided promptly. The Supplier shall indemnify and keep indemnified in full the Authority against all losses, claims, damages, liabilities, costs and expenses (including reasonable legal costs) incurred by it in respect of any breach of this clause 50 by the Supplier. Transparency Requirements The Supplier hereby confirms that it: understands that the Authority routinely publishes local spending data in relation to invoices, grant payments, expenses payments and other transactions over £500, including details of contracts and tenders over £500, in accordance with the Government’s transparency programme and guidance, the ‘Local Government Transparency Code’ and the Local Government (Transparency Requirements) (England) Regulations 2015 and is required to publish information on ‘Contracts Finder’ in accordance with Part 4 of the Public Contracts Regulations 2015 (together the Transparency Requirements); verify and agrees that the costs of the Supplier Authority may therefore publish details (including the costs of all Sub-Contractors and any third party suppliers) in connection accordance with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1Transparency Requirements) of the National Audit Act 1983 of the economy, efficiency and effectiveness Contract with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and will comply with any reasonable request from the Authority in order to any Supplier Equipment used assist the Authority in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance complying with their its transparency obligations under this Clause 20, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditclause 51.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s Suppliers quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 33 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 23.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 23.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.123.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2023, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Call-Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Call-Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 2429 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Call-Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Call-Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Call-Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 18.119.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Call-Off Contract Period and the period specified in Clause 20.118.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Call-Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Call-Off Contract Charges and any other amounts payable by the Customer under this Call Call-Off Contract (and proposed or actual variations to them in accordance with this Call Call-Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Call-Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Call-Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Call-Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Call-Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2018, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.. CHANGE

Representatives. Each Party shall have The Broker-Dealer may recommend persons associated with it who are duly licensed and qualified under applicable law and regulations to act in the offer or sale of the Products (the "Representatives") for appointment as insurance agents of the Insurance Company, PROVIDED that such person: (a) has not been subject to any civil, administrative or criminal ALLMERICA DRAFT MARCH 16, 2000 actions or sanctions by, or entered into any settlement agreements with, any governmental or quasi-governmental regulatory authority or self regulatory organization, (b) has not been precluded or restricted for any period of time by any entity from selling any securities, insurance products or other products of such entity, (c) otherwise is qualified to offer and sell the Products, (d) agrees in writing (i) to comply with all of the obligations of the Broker-Dealer and the Representatives hereunder, (ii) not to make any recommendation to an applicant or prospective purchaser to purchase a representative Product without having reasonable grounds to believe that the purchase of the Product is suitable for the duration prospective purchaser, (iii) to report promptly in writing to the Insurance Company and FUSI all customer or regulatory complaints or inquiries with respect to such Representative, whether written or oral, and to assist the Insurance Company and FUSI in resolving any complaint to the satisfaction of this Call Off Contract who shall have all parties involved, (e) possesses all Required Registrations and agrees to maintain in force during the authority term hereof all Required Registrations, and (f) agrees that prior to act soliciting Products on behalf of their respective Party on the matters set out in, or in connection with, this Call Off ContractInsurance Company that he/she must be appointed as an insurance agent of the Insurance Company. The initial Supplier Representative Broker-Dealer is authorized, except as hereinafter specifically provided, to cause the Representatives to offer and sell the Products in the states and jurisdictions in which the Products, the Broker-Dealer and such Representatives are registered, licensed and appointed or otherwise appropriately qualified. The Broker-Dealer shall be solely responsible for the person named as such in supervision of the Order FormRepresentatives and shall enforce written supervisory procedures to assure strict compliance with NASD rules and applicable rules and regulations under the 1934 Act, and other applicable ALLMERICA DRAFT MARCH 16, 2000 federal and state statutes and regulations. Any change The Broker-Dealer agrees to provide to the Supplier Representative Representatives instructions sufficient to provide them with information needed to offer and sell the Products in compliance with this Agreement and the Regulations. The Broker-Dealer shall direct the sales activities of the Representatives and shall be agreed in accordance with Clause 26 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain solely responsible for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay Representatives in the provision offer and sale of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 20, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditProducts.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 32 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2024, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 26. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 20., unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 25 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at 21.1at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.119.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2019, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 28. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 22.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 22.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.122.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2022., unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off ContractContract ); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s Suppliers quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2021, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 32 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2024, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 32 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off ContractContract ); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s Suppliers quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2024, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 34 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services Goods and the delivery of purchased Goods provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the ServicesGoods and the delivery of purchased Goods; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the ServicesGoods and the delivery of purchased Goods; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits Levels and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services Goods and the delivery of purchased Goods and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services Goods and the delivery of purchased Goods save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the ServicesGoods and the delivery of purchased Goods; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2024, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract Lease Agreement who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off ContractLease Agreement. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 32 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Lease Agreement Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Lease Agreement Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Lease Agreement including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Lease Agreement Period and the period specified in Clause 20.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Lease Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Lease Agreement Charges and any other amounts payable by the Customer under this Call Off Contract Lease Agreement (and proposed or actual variations to them in accordance with this Call Off ContractLease Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off ContractLease Agreement; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 Xxx 0000 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Lease Agreement Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off ContractLease Agreement; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2024, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 29 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 23.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 23.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.123.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2023, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 34 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 20.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 2024, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.. CHANGE