Common use of TRANSFER AND SUB-CONTRACTING Clause in Contracts

TRANSFER AND SUB-CONTRACTING. The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. Subject to Clause 7.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority in Clauses 9.1 (Termination on change of control and insolvency) and 9.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES

TRANSFER AND SUB-CONTRACTING. The Supplier SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier SERVICE PROVIDER of any obligation or duty attributable to the Supplier SERVICE PROVIDER under the Contract. The Supplier SERVICE PROVIDER shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority CLIENT has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the AuthorityCLIENT, be sent by the Supplier SERVICE PROVIDER to the Authority CLIENT as soon as is reasonably practicable. Subject to Clause 7.1.640.6, the Authority CLIENT may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- any Contracting CLIENT; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the AuthorityCLIENT; or any private sector body which substantially performs the functions of the AuthorityCLIENT, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s SERVICE PROVIDER’S obligations under the Contract. Any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority CLIENT shall not, subject to Clause 7.1.640.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCLIENT. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 40.4 to a body which is not a Contracting Authority CLIENT or if there is a change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority CLIENT (in the remainder of this clause Clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority CLIENT in Clauses 9.1 54 (Termination on change of control and insolvency) and 9.2 55 (Termination on Default) shall be available to the Supplier SERVICE PROVIDER in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierSERVICE PROVIDER. The Authority CLIENT may disclose to any Transferee any Confidential Information of the Supplier SERVICE PROVIDER which relates to the performance of the Supplier’s SERVICE PROVIDER’S obligations under the Contract. In such circumstances the Authority CLIENT shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s SERVICE PROVIDER’S obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES.

TRANSFER AND SUB-CONTRACTING. The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CLIENT. The SERVICE PROVIDER shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors, but this shall not relieve affect the Supplier of any obligation or duty attributable SERVICE PROVIDER’s obligations to the Supplier CLIENT and any liabilities under the this Contract. The Supplier shall be responsible for the acts and omissions SERVICE PROVIDER must not subcontract any of its subobligations hereunder to anyone except a Sub-contractors as though they are its owncontractor. Where In the Authority has consented event that the SERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due hereunder to the placing Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of sub-contracts receipt of a valid invoice as set out in defined by the Order, copies of each sub-contract shall, at the request terms of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicableSub-Contract. Subject to the provisions of Clause 7.1.628.8, the Authority may assign, novate CLIENT shall be entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCLIENT; or any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, the CLIENT shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CLIENT; upon such terms as the CLIENT shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Any Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCLIENT. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CLIENT pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “the Transferee”):- the rights of termination of the Authority in Clauses 9.1 (Termination on change of control and insolvency) and 9.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIEStransferee”):

TRANSFER AND SUB-CONTRACTING. The By the Supplier This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. Subject to Clause 7.1.6, the Authority may assign, novate or otherwise dispose of its or create any trust in relation to any or all rights and obligations under the Contract this Framework Agreement or any part thereof to:- any other body established by without the Crown or under statute in order substantially to perform any prior written consent of the functions that had previously been performed by Authority. The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional Sub-Contractor without the Authority; or any private sector body which substantially performs the functions prior written consent of the Authority, provided that any such assignment, novation consent not be unreasonably withheld or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority in Clauses 9.1 (Termination on change of control and insolvency) and 9.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplierdelayed. The Authority may disclose require the Supplier to any Transferee any Confidential Information terminate a Sub-Contract where it considers that: the Sub-Contractor may prejudice the provision of the Supplier which relates Services or may be acting contrary to the performance interests of the Supplier’s obligations under Authority. Without limitation to the Contract. In such circumstances generality of the foregoing the Parties acknowledge that the Authority shall authorise may consider that a Sub-Contractor may prejudice the Transferee to use such Confidential Information only for purposes relating provision of the Services, or be acting contrary to the performance interests of the Supplier’s obligations under Authority, if: (i) it has committed any criminal act or serious breach of health and safety legislation; or (ii) it has committed an act which, were it a party to this Framework Agreement, would constitute a Material Default; the Contract and for no Sub-Contractor is considered to be unreliable and/or has not provided reasonable goods and/or services to its other purposes and customers; or the Sub-Contractor employs unfit persons, provided that such right shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry outnot be exercised unreasonably, frivolously or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contractvexatiously. In the event that the Authority is exercises its right pursuant to Clause 29.3, the Supplier shall use all reasonable endeavours to maintain the provision of the reasonable opinion that there has been a material breach Services and the Authority and the Supplier shall enter into good faith negotiations to agree the impact on the terms and conditions of this Framework Agreement. Notwithstanding the Contract by foregoing provisions of this Clause 29.4 in no event shall the Authority be liable to the Supplier, or any third party, in relation to any termination costs, breakage costs or other liabilities or expenses arising from the Supplierexercise of the Authority’s performance rights pursuant to Clause 29.3. The Supplier shall remain responsible for all acts and omissions of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for Sub-Contractors and the Supplier shall pay any cost reasonably incurred acts and omissions of those employed or engaged by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses Sub-Contractors as if they were its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Servicesown. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct An obligation on the Supplier to remedy do, or refrain from doing, any act or thing shall include an obligation upon the failure Supplier to procure that its employees, staff, agents and the Supplier shall at its own cost Sub-Contractors', employees, staff and expense remedy agents also do, or refrain from doing, such failure (and any damage resulting from such failure) within ten (10) Working Days act or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIESthing.

TRANSFER AND SUB-CONTRACTING. The Supplier Service Provider shall not assign, novate, subSub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Service Provider under the Contract. The Supplier Service Provider shall be responsible for the acts and omissions of its subSub-contractors as though they are its own. Where the Authority Customer has consented to the placing of subSub-contracts as set out in the OrderOrder Form, copies of each subSub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Service Provider to the Authority Customer as soon as is reasonably practicable. Subject to Clause 7.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- any Contracting Authority; or any other body established by the Crown or under statute in order to substantially to perform any of the functions that had previously been performed by the AuthorityCustomer; or any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierService Provider’s obligations under the Contract. Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority Customer in Clauses 9.1 (Termination on change of control and insolvency) and 9.2 (Termination on Default) shall be available to the Supplier Service Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierService Provider. The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Service Provider which relates to the performance of the SupplierService Provider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierService Provider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES.

TRANSFER AND SUB-CONTRACTING. The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. Subject to Clause 7.1.68.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.68.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority in Clauses 9.1 10.1 (Termination on change of control and insolvency) and 9.2 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 10.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 10.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 10.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 8.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.38.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES

TRANSFER AND SUB-CONTRACTING. The Supplier Concession Holder shall not assign, novate, sub-contract or in any other way dispose of the Contract Concession Agreement or any part of it without prior Approval. Sub-contracting any part of the Contract Concession Agreement shall not relieve the Supplier Concession Holder of any obligation or duty attributable to the Supplier Concession Holder under the ContractConcession Agreement. The Supplier Concession Holder shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-sub- contract shall, at the request of the Authority, be sent by the Supplier Concession Holder to the Authority as soon as is reasonably practicable. Subject to Clause 7.1.6, the The Authority may assign, assign novate or otherwise dispose of its rights and obligations under the Contract Concession Agreement or any part thereof to:- any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierConcession Holder’s obligations under the ContractConcession Agreement. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, not affect the validity of the ContractConcession Agreement. In such circumstances, the Contract Concession Agreement shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations under the Contract Concession Agreement are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority in Clauses 9.1 (Termination on change of control and insolvency) insolvency and 9.2 (Termination on Default) Default shall be available to the Supplier Concession Holder in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract Concession Agreement or any part thereof with the previous consent in writing of the SupplierConcession Holder. The Authority may disclose to any Transferee any Confidential Information of the Supplier Concession Holder which relates to the performance of the SupplierConcession Holder’s obligations under the ContractConcession Agreement. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierConcession Holder’s obligations under the Contract Concession Agreement and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIESConcession Agreement.

TRANSFER AND SUB-CONTRACTING. The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CLIENT. The SERVICE PROVIDER shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors, but this shall not relieve affect the Supplier of any obligation or duty attributable SERVICE PROVIDER’s obligations to the Supplier CLIENT and any liabilities under the this Contract. The Supplier shall be responsible for the acts and omissions SERVICE PROVIDER must not subcontract any of its subobligations hereunder to anyone except a Sub-contractors as though they are its owncontractor. Where In the Authority has consented event that the SERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due hereunder to the placing Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of sub-contracts receipt of a valid invoice as set out in defined by the Order, copies of each sub-contract shall, at the request terms of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicableSub-Contract. Subject to the provisions of Clause 7.1.628.8, the Authority may assign, novate CLIENT shall be entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCLIENT; or any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, the CLIENT shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to: novate this Contract or any part thereof to any Contracting Authority; or novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CLIENT; upon such terms as the CLIENT shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Any Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCLIENT. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CLIENT pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “the Transferee”):- the rights of termination of the Authority in Clauses 9.1 (Termination on change of control and insolvency) and 9.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIEStransferee”):

TRANSFER AND SUB-CONTRACTING. The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CLIENT. The SERVICE PROVIDER shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors, but this shall not relieve affect the Supplier of any obligation or duty attributable SERVICE PROVIDER’s obligations to the Supplier CLIENT and any liabilities under the this Contract. The Supplier shall be responsible for the acts and omissions SERVICE PROVIDER must not subcontract any of its subobligations hereunder to anyone except a Sub-contractors as though they are its owncontractor. Where In the Authority has consented event that the SERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due hereunder to the placing Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of sub-contracts receipt of a valid invoice as set out in defined by the Order, copies of each sub-contract shall, at the request terms of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicableSub-Contract. Subject to the provisions of Clause 7.1.628.8, the Authority may assign, novate CLIENT shall be entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCLIENT; or any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, the CLIENT shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CLIENT; upon such terms as the CLIENT shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Any Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCLIENT. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CLIENT pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “transferee”): the Transferee”):- the rights of termination of the Authority in Clauses 9.1 (Termination on change of control and insolvency) and 9.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CLIENT and the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action SERVICE PROVIDER in accordance with Clause 9.2 (Termination on Default) of : in Clause 27.1.1, the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract first reference to “in Her Majesty’s Service” shall be replaced with “employed by the SupplierCLIENT or acting on its behalf” and the second and third references to “Her Majesty’s Service” shall be replaced with “the CLIENT”; in Clause 27.1.2, the words “with Her Majesty’s Service” shall be replaced with “CLIENT or acting on its behalf”; in Clause 27.2, the Supplierwords “Her Majesty’s performance Service” shall be replaced with “the CLIENT”; and Clause 20 shall be deleted. Unless otherwise stated to the contrary, any reference to the SERVICE PROVIDER’s personnel within this Contract shall include the Sub-Contractor’s personnel, and where applicable any reference to the SERVICE PROVIDER shall include the Sub-Contractor. Notwithstanding any Sub-Contracting permitted hereunder, the SERVICE PROVIDER shall remain primarily responsible for the acts and omissions of its obligations under Sub-Contractors as though they were its own. The CLIENT shall not be liable for any payment whatsoever to Sub-Contractors, the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) burden of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier which shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance solely with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIESSERVICE PROVIDER.

TRANSFER AND SUB-CONTRACTING. The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 29.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CUSTOMER. The SERVICE PROVIDER shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors listed in Schedule 2-8, however this shall not relieve affect the Supplier of any obligation or duty attributable SERVICE PROVIDER’s obligations to the Supplier CUSTOMER and any liabilities under the this Contract. The Supplier SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall be responsible for do so in accordance with the acts and omissions procedure specified in Schedule 2-8. In the event that the SERVICE PROVIDER, in accordance with the terms of its subthis Contract, enters into a Sub-contractors as though they are its own. Where Contract in connection with this Contract, the Authority has consented SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the placing Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of sub-contracts receipt of a valid invoice as set out in defined by the Order, copies of each sub-contract shall, at the request terms of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicableSub-Contract. Subject to the provisions of Clause 7.1.629.8, the Authority may assign, novate CUSTOMER shall be entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCUSTOMER; or any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 29.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER; upon such terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. Any Subject to the provisions of Clause 29.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCUSTOMER. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority pursuant to Clause 29.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 29.7 (in the remainder of this clause Clause 29 both such bodies being are referred to as the “the Transferee”):- transferee”): the rights of termination of the Authority CUSTOMER in Clauses 9.1 (Termination on change of control Clause 11.3.4, Clause 1.1.1.7, and insolvency) and 9.2 (Termination on Default) Clause 11.5 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transfereetransferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CUSTOMER and the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action SERVICE PROVIDER in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES9:

TRANSFER AND SUB-CONTRACTING. The Supplier Provider shall not assign, novate, subSub-contract Ccontract or in any other way dispose of the Contract or any part of it without prior Approvalapproval of the Customer (such approval not to be unreasonably withheld or delayed). Sub-contracting Contracting any part of the Contract shall not relieve the Supplier Provider of any obligation or duty attributable to the Supplier Provider under the Contract. The Supplier Provider shall be responsible for the acts and omissions of its subSub-contractors Contractors as though they are its own. Where the Authority Customer has consented to the placing of subSub-contracts as set out in the OrderContracts, copies of each subSub-contract Contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Provider to the Authority Customer as soon as is reasonably practicable. Subject to Clause clause 7.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the AuthorityCustomer; or any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierProvider’s obligations under the Contract. Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause clause 7.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause clause 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “"the Transferee”):- Transferee"):- the rights of termination of the Authority Customer in Clauses 9.1 clauses 10.1 (Termination on insolvency and change of control and insolvencycontrol) and 9.2 10.2 (Termination on Default) shall be available to the Supplier Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierProvider. The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Provider which relates to the performance of the SupplierProvider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierProvider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES.

TRANSFER AND SUB-CONTRACTING. The Supplier Framework Agreement is personal to the Service Provider and the Service Provider shall not assign, novate, novate or otherwise dispose of the Framework Agreement or any part thereof without the previous consent in writing of the Authority. Notwithstanding the provisions of clause 21.1 the Service Provider shall be entitled to sub-contract its obligations to the Sub-Contractors listed in Schedule 10 to carry out the Services. The Service Provider shall not substitute or in any other way dispose replace a Sub-Contractor without the prior written consent of the Contract Authority which shall not be unreasonably withheld or any part delayed. Such consent shall not constitute approval or endorsement of it without prior Approval. such Sub-contracting any part contractor, and the Service Provider shall remain responsible for the performance of the Services at all times. [Guidance : Who will be “unfit” will depend on the nature of the project.] The Authority may require the Service Provider to terminate a Sub-Contract where it considers that:- the Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests of the Authority; [and/or] the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; [and/or] the Sub-Contractor employs unfit persons; provided that such right shall not relieve be exercised unreasonably, frivolously or vexatiously. In the Supplier event that the Authority exercise its right pursuant to clause 31.4 the Service Provider shall use all reasonable endeavours to maintain the provision of any obligation or duty attributable the Services and the Authority and the Service Provider shall enter into good faith negotiations to agree the Supplier under impact on the Contractterms and conditions of the Framework Agreement. The Supplier Service Provider shall be responsible for the acts and omissions of its subSub-contractors Contractors as though they are its own. Where the .] The Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, shall be sent by the Supplier to the Authority as soon as is reasonably practicable. Subject to Clause 7.1.6, the Authority may entitled to:- assign, novate or otherwise dispose of its rights and obligations under the Contract Framework Agreement or any part thereof to:- to any Contracting Authority; or novate the Framework Agreement to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the Authority; or any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal disposals shall not increase the burden of the SupplierService Provider’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority in Clauses 9.1 (Termination on change of control and insolvency) and 9.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIESFramework Agreement.

TRANSFER AND SUB-CONTRACTING. The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CUSTOMER. The SERVICE PROVIDER shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors listed in Schedule 2-8, however this shall not relieve affect the Supplier of any obligation or duty attributable SERVICE PROVIDER’s obligations to the Supplier CUSTOMER and any liabilities under the this Contract. The Supplier SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall be responsible for do so in accordance with the acts and omissions procedure specified in Schedule 2-8. In the event that the SERVICE PROVIDER, in accordance with the terms of its subthis Contract, enters into a Sub-contractors as though they are its own. Where Contract in connection with this Contract, the Authority has consented SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the placing Sub-Contractor within a specified period, not to exceed thirty (30) Days, from the date of sub-contracts receipt of a valid invoice as set out in defined by the Order, copies of each sub-contract shall, at the request terms of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicableSub-Contract. Subject to the provisions of Clause 7.1.628.8, the Authority may assign, novate CUSTOMER shall be entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCUSTOMER; or any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER; upon such terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. Any Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCUSTOMER. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “the Transferee”):- transferee”): the rights of termination of the Authority CUSTOMER in Clauses 9.1 (Termination on change of control Clause 10.3.4, Clause 1.1.1.7, and insolvency) and 9.2 (Termination on Default) Clause 10.5 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transfereetransferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CUSTOMER and the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action SERVICE PROVIDER in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES8:

TRANSFER AND SUB-CONTRACTING. The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 29.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CUSTOMER. The SERVICE PROVIDER shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors listed in Schedule 2-8, however this shall not relieve affect the Supplier of any obligation or duty attributable SERVICE PROVIDER’s obligations to the Supplier CUSTOMER and any liabilities under the this Contract. The Supplier SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall be responsible for do so in accordance with the acts and omissions procedure specified in Schedule 2-8. In the event that the SERVICE PROVIDER, in accordance with the terms of its subthis Contract, enters into a Sub-contractors as though they are its own. Where Contract in connection with this Contract, the Authority has consented SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the placing Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of sub-contracts receipt of a valid invoice as set out in defined by the Order, copies of each sub-contract shall, at the request terms of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicableSub-Contract. Subject to the provisions of Clause 7.1.629.8, the Authority may assign, novate CUSTOMER shall be entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCUSTOMER; or any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 29.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER; upon such terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. Any Subject to the provisions of Clause 29.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCUSTOMER. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority pursuant to Clause 29.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 29.7 (in the remainder of this clause Clause 29 both such bodies being are referred to as the “the Transferee”):- transferee”): the rights of termination of the Authority CUSTOMER in Clauses 9.1 (Termination on change of control Clause 11.6.4, Clause 11.6.4.2, and insolvency) and 9.2 (Termination on Default) Clause 11.8 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transfereetransferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CUSTOMER and the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action SERVICE PROVIDER in accordance with Clause 9.2 (Termination 9: in Clause 28.1.1, the first reference to “in Her Majesty’s Service” shall be replaced with “employed by the CUSTOMER or acting on Default) its behalf” and the second and third references to “Her Majesty’s Service” shall be replaced with “the CUSTOMER”; in Clause 28.1.2, the words “with Her Majesty’s Service” shall be replaced with “CUSTOMER or acting on its behalf”; in Clause 28.2, the words “Her Majesty’s Service” shall be replaced with “the CUSTOMER”; and Clause 21 shall be deleted. Where an assignment, other disposal or novation pursuant to the provisions of Clause 29.5 or 29.6 leads to an ethical dilemma for the ContractSERVICE PROVIDER such that the SERVICE PROVIDER would, in its opinion, be committing an act of grave misconduct in the course of its business or profession, the SERVICE PROVIDER and CUSTOMER shall meet to consider the detail of that ethical dilemma. In this respect, the event that the Authority is of the reasonable opinion that there has been parties shall enter into good faith negotiations to find a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated suitable remedy to the reasonable satisfaction of the Authority that the Supplier will once more situation. Any such remedy shall be able to supply such part of the Services made in accordance with the Contract or Change Procedures if necessary. Unless otherwise stated to the Tender; without terminating contrary, any reference to the whole SERVICE PROVIDER’s personnel within this Contract shall include the Sub-Contractor’s personnel, and where applicable any reference to the SERVICE PROVIDER shall include the Sub-Contractor. Notwithstanding any Sub-Contracting permitted hereunder, the SERVICE PROVIDER shall remain primarily responsible for the acts and omissions of its Sub-Contractors as though they were its own. The CUSTOMER shall not be liable for any payment whatsoever to Sub-Contractors, the Contract, terminate the Contract in respect burden of part of the Services only (whereupon a corresponding reduction in the Contract Price which shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance solely with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIESSERVICE PROVIDER.

TRANSFER AND SUB-CONTRACTING. The Supplier Service Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Service Provider under the Contract. The Supplier Service Provider shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority Customer has consented to the placing of sub-contracts as set out in the Ordercontracts, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Service Provider to the Authority Customer as soon as is reasonably practicable. Subject to Clause 7.1.66.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the AuthorityCustomer; or any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Service Provider's obligations under the Contract. Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.66.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 6.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “"the Transferee”):- Transferee"):- the rights of termination of the Authority Customer in Clauses 9.1 8.1 (Termination on insolvency and change of control and insolvencycontrol) and 9.2 8.2 (Termination on Default) shall be available to the Supplier Service Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierService Provider. The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Service Provider which relates to the performance of the Supplier’s Service Provider's obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s Service Provider's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES.

TRANSFER AND SUB-CONTRACTING. The Supplier Service Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Service Provider under the Contract. The Supplier Service Provider shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority Customer has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Service Provider to the Authority Customer as soon as is reasonably practicable. Subject to Clause 7.1.617.1.30, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the AuthorityCustomer; or any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierService Provider’s obligations under the Contract. Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.617.1.30, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 17.1.28 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority Customer in Clauses 9.1 23.1.1(m) (Termination on change of control and insolvency) and 9.2 24 (Termination on Default) shall be available to the Supplier Service Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierService Provider. The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Service Provider which relates to the performance of the SupplierService Provider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierService Provider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES.

TRANSFER AND SUB-CONTRACTING. The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 31.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CUSTOMER. The SERVICE PROVIDER shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors listed in Schedule 2-8, however this shall not relieve affect the Supplier of any obligation or duty attributable SERVICE PROVIDER’s obligations to the Supplier CUSTOMER and any liabilities under the this Contract. The Supplier SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall be responsible for do so in accordance with the acts and omissions procedure specified in Schedule 2-8. In the event that the SERVICE PROVIDER, in accordance with the terms of its subthis Contract, enters into a Sub-contractors as though they are its own. Where Contract in connection with this Contract, the Authority has consented SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the placing Sub-Contractor within a specified period, not to exceed thirty (30) Days, from the date of sub-contracts receipt of a valid invoice as set out in defined by the Order, copies of each sub-contract shall, at the request terms of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicableSub-Contract. Subject to the provisions of Clause 7.1.631.8, the Authority may assign, novate CUSTOMER shall be entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCUSTOMER; or any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 31.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER; upon such terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. Any Subject to the provisions of Clause 31.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCUSTOMER. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority pursuant to Clause 31.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 31.7 (in the remainder of this clause Clause 31 both such bodies being are referred to as the “the Transferee”):- transferee”): the rights of termination of the Authority CUSTOMER in Clauses 9.1 (Termination on change of control Clause 11.3.4, Clause , and insolvency) and 9.2 (Termination on Default) Clause 11.5 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transfereetransferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CUSTOMER and the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action SERVICE PROVIDER in accordance with Clause 9.2 (Termination on Default) of 9: in Clause 30.1.1, the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract first reference to “in Her Majesty’s Service” shall be replaced with “employed by the SupplierCUSTOMER or acting on its behalf” and the second and third references to “Her Majesty’s Service” shall be replaced with “the CUSTOMER”; in Clause 30.1.2, the words “Her Majesty’s Service” shall be replaced with “the CUSTOMER or a person or body employed by the SupplierCUSTOMER or acting on its behalf”; in Clause 30.2, the words “Her Majesty’s performance Service” shall be replaced with “the CUSTOMER or a person or body employed by the CUSTOMER or acting on its behalf”; and Clause 21 shall be deleted. Unless otherwise stated to the contrary, any reference to the SERVICE PROVIDER’s personnel within this Contract shall include the Sub-Contractor’s personnel, and where applicable any reference to the SERVICE PROVIDER shall include the Sub-Contractor. Notwithstanding any Sub-Contracting permitted hereunder, the SERVICE PROVIDER shall remain primarily responsible for the acts and omissions of its obligations under Sub-Contractors as though they were its own. The CUSTOMER shall not be liable for any payment whatsoever to Sub-Contractors, the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) burden of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier which shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance solely with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIESSERVICE PROVIDER.

TRANSFER AND SUB-CONTRACTING. The This Framework Agreement is personal to the Supplier and, subject to Clause 24.2, the Supplier shall not assign, novate, subSub-contract Contract or in any other way dispose of its rights or obligations under the Contract Framework Agreement or any part of it without prior Approval. Notwithstanding the provisions of Clause 24.1., the Supplier shall be entitled to Sub‑Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: require the Supplier to pay any undisputed sum due to the relevant Sub‑Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and prohibit the Sub-Contractor from further sub-contracting any part element of the Services provided to the Supplier without the Approval of the Authority. The Supplier shall not substitute, remove or appoint an additional Sub-Contractor without Approval (not to be unreasonably withheld). The Supplier warrants to the Authority that each Sub-Contractor: has the competence, technical ability and sufficient financial standing to provide the Services which is being sub-contracted to it in the manner and to the standard required by this Framework Agreement and any Call Off Agreement entered into pursuant to it; is being engaged in accordance with terms and conditions which are consistent with Good Industry Practice (and which shall be disclosed by the Supplier to the Authority when Approval is sought under this Clause 24.2.); has the legal capacity, power and authority to become a party to the Sub-Contract. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; the Sub-Contractor is unreliable and/or has not provided reasonable Services to its other customers; and/or the Sub-Contractor employs unfit persons; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the Authority exercises its right pursuant to Clause 24.3., the Supplier shall remain responsible for maintaining the provision of the Services. Despite any permitted Sub-Contract pursuant to this Clause 24., the Supplier shall at all times remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that the Staff also do, or refrain from doing, such act or thing. The sub-contracting by the Supplier of any of the Services shall not relieve the Supplier of any obligation or duty attributable to liability under this Framework Agreement for any breach of the Supplier obligations arising under the Contractthis Framework Agreement. The Supplier Authority shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. Subject to Clause 7.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority in Clauses 9.1 (Termination on change of control and insolvency) and 9.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able entitled to assign, novate or otherwise dispose of its rights and obligations under the Contract this Framework Agreement or any part thereof with the previous consent in writing to: any Other Contracting Body or other Government body; or any other body (including any private sector body) which substantially performs any of the Supplierfunctions that previously had been performed by the Authority. The Authority may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s obligations under the Contract. In shall enter into such circumstances agreement and/or deed as the Authority shall authorise reasonably require so as to give effect to any assignment, novation or disposal made pursuant to Clause 24.6.. VARIATIONS TO THIS FRAMEWORK AGREEMENT Variation in General Subject to Clause 25.2. (Legislative Change) and Framework Schedule 3 (Charging Structure), this Framework Agreement may not be varied except where: the Transferee Authority notifies the Supplier that it wishes to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of vary the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which this Framework Agreement (including any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract variations suggested by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as and provides the Supplier shall have demonstrated to the reasonable satisfaction with full written details of any such proposed change; and the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for Representative and the Supplier shall pay any cost reasonably incurred Representative acting reasonably, agree to the variation and a written variation agreement is signed by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure Representative and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIESRepresentative.

TRANSFER AND SUB-CONTRACTING. This Agreement is personal to the CONTRACTOR. The Supplier CONTRACTOR shall not assign, novate, sub-contract Sub‑Contract or in any other way otherwise dispose of the Contract this Agreement or any part thereof without the previous consent in writing of it without prior Approvalthe AUTHORITY. The AUTHORITY hereby consents to the CONTRACTOR's Sub‑Contracting of its obligations to the Sub‑Contractors specified in the relevant part of Schedule 9. Notwithstanding any Sub-contracting any part of Contracting permitted hereunder, the Contract CONTRACTOR shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. The Supplier shall be remain primarily responsible for the acts and omissions of its subSub-contractors Contractors as though they are were its own. Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. Subject to Clause 7.1.632.5, the Authority may AUTHORITY shall be entitled to: assign, novate or otherwise dispose of its rights and obligations under the Contract this Agreement or any part thereof to:- together with any associated third party software licences granted pursuant to Clause 5.3.2 (subject to those listed in Schedule 8 as requiring the consent of the relevant third party licensor prior to transfer) to any contracting authority (as defined in Regulation 5(2) of the Public Contracts (Works, Services and Supply) (Amendment) Regulations 2000) (a "Contracting Authority"); or novate this Agreement together with any associated third party software licences granted pursuant to Clause 5.3.2 (subject to those listed in Schedule 8 as requiring the consent of the relevant third party licensor prior to transfer) to any other body established by the Crown or under statute in order (including but not limited to any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityAUTHORITY; or any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation or other disposal shall not increase increases the burden of the Supplier’s CONTRACTOR's obligations under pursuant to this Agreement, the ContractCONTRACTOR shall be entitled to such additional Charges as may be agreed between the parties to compensate for such additional burdens. Any change in the legal status of the Authority AUTHORITY such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.632.5, affect the validity of the Contractthis Agreement. In such circumstances, the Contract this Agreement shall bind and inure to the benefit of be binding on any successor body to the AuthorityAUTHORITY. If the rights and obligations under the Contract are assigned, this Agreement is novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority pursuant to Clause 32.3.2 or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the AUTHORITY pursuant to Clause 32.4 (in the remainder of this clause Clause both such bodies being are referred to as “the Transferee”):- "transferee"): the rights of termination of the Authority AUTHORITY in Clauses 9.1 (Termination on change of control Clause 16.1.2, Clause 16.1.3 and insolvency) and 9.2 (Termination on Default) 16.2 shall be available available, mutatis mutandis, to the Supplier CONTRACTOR in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transfereetransferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract this Agreement or any part thereof with the previous consent in writing of the SupplierCONTRACTOR; the rights acquired by the transferee relating to the Use of the Software shall not extend beyond the activities previously performed by the AUTHORITY and, in particular, the transferee shall not be entitled to perform any service bureau or facilities management services utilising the Software for any third party; the rights of the AUTHORITY under Clause 29 shall cease; and the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Agreement had been amended by the parties in accordance with Clause 33: in Clause 15.1 the word "Crown" shall be replaced with "AUTHORITY"; Clause 18.1, the words "or with any department, office or agency of the Crown" shall be deleted; Clause 28.1.1, the words "on Her Majesty's Service" in the first line shall be replaced with "employed by the AUTHORITY or acting on its behalf" and the second reference to "Her Majesty's Service" in the fourth line shall be replaced with "the AUTHORITY"; In Clause 28.1.2, the words "on Her Majesty's Service" shall be replaced with "employed by the AUTHORITY or acting on its behalf"; and in Clause 28.2, the words "for Her Majesty's Service" shall be replaced with "with the AUTHORITY". The Authority may AUTHORITY shall be entitled to disclose to any Transferee transferee any Confidential Information of the Supplier CONTRACTOR which relates to the performance of the Supplier’s obligations under Services by the ContractCONTRACTOR. In such circumstances the Authority AUTHORITY shall authorise the Transferee transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract Services and for no other purposes and and, for the avoidance of doubt, the transferee shall take all reasonable steps to ensure that be bound by the Transferee gives a confidentiality undertaking contained herein in relation to such Confidential Information. Each Amendments to this Agreement This Agreement shall not be varied or amended unless such variation or amendment is agreed in writing by a duly authorised representative of the AUTHORITY on behalf of the AUTHORITY and by a duly authorised representative of the CONTRACTOR on behalf of the CONTRACTOR by means of a document substantially in the format of the document shown in Schedule 10. Communications Except as otherwise expressly provided no communication from one Party to the other shall at its own cost and expense carry outhave any validity under this Agreement unless made in writing by or on behalf of the AUTHORITY or as the case may be by or on behalf of the CONTRACTOR. Any notice or other communication whatsoever which either Party hereto is required or authorised by this Agreement to give or make to the other shall be given or made either by letter, delivered by hand or by post, or use all reasonable endeavours by facsimile transmission confirmed by post, addressed to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time in the manner referred to time in Clause 34.3 below and if that letter is not returned as being undelivered that notice or communication shall be deemed for the purpose purposes of giving that other party this Agreement to have been given or made upon delivery to the full benefit addressee, for a letter delivered by hand, after two days for a letter delivered by post or four hours for a facsimile transmission. For the purposes of Clause 34.2 above the address of each Party shall be: For the AUTHORITY: Transport Direct Great Minster House 00 Xxxxxxx Xxxxxx Xxxxxx XX0X 0XX Telephone: XXXXXXXXXX [REDACTED DUE TO FOIA EXEMPTION No 40] Facsimile: XXXXXXXXXX [REDACTED DUE TO FOIA EXEMPTION No 40] For the CONTRACTOR: Chief Technology Officer TRAFFICLINK (UK) LIMITED 0 Xxxxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Telephone XXXXXXXXXX [REDACTED DUE TO FOIA EXEMPTION No 40] e-mail XXXXXXXXXX [REDACTED DUE TO FOIA EXEMPTION No 40] Either Party may change its address for service by notice as provided in this Clause 34. Severability and invalidity If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract. Remedies hereof shall continue in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have full force and effect as if this Agreement had been supplied or work has been performed or about the materials or procedures used or about any other matter connected executed with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, invalid illegal or take further action in accordance with Clause 9.2 (Termination on Default) of the Contractunenforceable provision eliminated. In the event that of a holding of invalidity so fundamental as to prevent the Authority is accomplishment of the reasonable opinion purpose of this Agreement, the AUTHORITY and the CONTRACTOR shall immediately commence good faith negotiations to remedy such invalidity. The CONTRACTOR and the AUTHORITY expressly agree that there has been a material breach of should any limitation or provision contained in the Contract by the SupplierAgreement be held to be invalid under any particular statute or law, or any rule, regulation or bye-law having force of law, it shall, to that extent, be deemed to be omitted but, if either the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract AUTHORITY or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply CONTRACTOR thereby becomes liable for loss or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment damage which would otherwise have been payable excluded, such liability shall be subject to the Supplier for such part of the Services other limitations and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIESset out herein.

TRANSFER AND SUB-CONTRACTING. The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CUSTOMER. The SERVICE PROVIDER shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors listed in Schedule 2-8, however this shall not relieve affect the Supplier of any obligation or duty attributable SERVICE PROVIDER’s obligations to the Supplier CUSTOMER and any liabilities under the this Contract. The Supplier SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall be responsible for do so in accordance with the acts and omissions procedure specified in Schedule 2-8. In the event that the SERVICE PROVIDER, in accordance with the terms of its subthis Contract, enters into a Sub-contractors as though they are its own. Where Contract in connection with this Contract, the Authority has consented SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the placing Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of sub-contracts receipt of a valid invoice as set out in defined by the Order, copies of each sub-contract shall, at the request terms of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicableSub-Contract. Subject to the provisions of Clause 7.1.628.8, the Authority may assign, novate CUSTOMER shall be entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCUSTOMER; or any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER; upon such terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. Any Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCUSTOMER. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 7.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “the Transferee”):- transferee”): the rights of termination of the Authority CUSTOMER in Clauses 9.1 (Termination on change of control Clause 10.3.4, Clause 1.1.1.7, and insolvency) and 9.2 (Termination on Default) Clause 10.5 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transfereetransferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CUSTOMER and the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action SERVICE PROVIDER in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES8:

TRANSFER AND SUB-CONTRACTING. The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract this Call-Off Agreement or any part of it without the Customer’s prior Approvalwritten approval which shall not be unreasonably withheld or delayed. Sub-contracting Contracting any part of the Contract this Call-Off Agreement shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contractthis Call-Off Agreement. The Supplier shall be responsible for the acts and omissions of its subSub-contractors Contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. Subject to Clause 7.1.6, the Authority The Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract Call-Off Agreement or any part thereof to:- to: any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the AuthorityCustomer; or any private sector body which substantially performs the functions of the Authority, Customer provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the ContractCall-Off Agreement. Any change in The Contracts (Rights of Third Parties) Act 1999 A person who is not party to this Call-Off Agreement has no right under the legal status Contracts (Rights of the Authority such that it ceases Third Parties) Act 1999 to be a Contracting Authority shall not, subject to Clause 7.1.6, enforce any term of this Call-Off Agreement but this does not affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit any right or remedy of any successor body to the Authority. If the rights and obligations under the Contract are assigned, novated person which exists or is available otherwise disposed of than pursuant to Clause 7.1.4 to a body which is not a Contracting Authority that Act. Law and Jurisdiction This Call-Off Agreement and/or any non-contractual obligations or if there is a change matters arising out of or in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority in Clauses 9.1 (Termination on change of control and insolvency) and 9.2 (Termination on Default) connection with it, shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights governed by and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Authority may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services construed in accordance with the Contract Laws of England and Wales and without prejudice to the dispute resolution procedures set out in Clause FW-14 or CO-19 (Dispute Resolution) each Party agrees to submit to the Tender; without terminating the whole exclusive jurisdiction of the Contract, terminate the Contract in respect courts of part of the Services only (whereupon a corresponding reduction in the Contract Price shall England and Wales and for all disputes to be made) conducted within England and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for Wales. Dispute Resolution The Customer and the Supplier shall pay attempt in good faith to negotiate a settlement of any cost reasonably incurred by dispute between them arising out of or in connection with this Call-Off Agreement within twenty (20) Working Days of either party notifying the Authority and any reasonable administration costs in respect other of the supply of any part dispute and such efforts shall involve the escalation of the Services by the Authority or a third party dispute to the extent that such costs exceed the payment which would otherwise have been payable to Customer representative and the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Servicesrepresentative. If the Supplier fails dispute cannot be resolved by the Parties pursuant to supply any this clause, the Parties shall refer it to mediation unless the Customer considers that the dispute is not suitable for resolution by mediation. If the dispute cannot be resolved by mediation the Parties may refer it to arbitration. The obligations of the Services in accordance with Parties under this Call-Off Agreement shall not be suspended, cease or be delayed by the provisions reference of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier a dispute to remedy the failure mediation or arbitration pursuant to this Clause and the Supplier and Supplier’s Staff shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails continue to comply fully with Clause 7.2.3 and the failure is materially adverse to the interests requirements of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIESthis Call-Off Agreement at all times.

TRANSFER AND SUB-CONTRACTING. The Supplier Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Provider under the Contract. The Supplier Provider shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority Customer has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Provider to the Authority Customer as soon as is reasonably practicable. Subject to Clause 7.1.611.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the AuthorityCustomer; or any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierService Provider’s obligations under the Contract. Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.611.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 11.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- the rights of termination of the Authority Customer in Clauses 9.1 13.1 (Termination on change of control and insolvency) and 9.2 13.2 (Termination on Default) shall be available to the Supplier Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierProvider. The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Provider which relates to the performance of the SupplierProvider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierProvider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES.

TRANSFER AND SUB-CONTRACTING. The Supplier Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without the prior Approvalapproval of the Council. Sub-contracting any part of the Contract shall not relieve the Supplier Provider of any obligation or duty attributable to the Supplier Provider under the Contract. Where the Council considers whether there are grounds for the exclusion of a Sub-Contractor under Regulation 57 of the Public Contracts Regulations 2015, then: if the Council finds there are compulsory grounds for exclusion, the Provider shall replace or shall not appoint the Sub-Contractor; if the Council finds there are non-compulsory grounds for exclusion, the Council may require the Provider to replace or not to appoint the Sub-Contractor and the Provider shall comply with such a requirement. The Supplier Provider shall be responsible for the acts and omissions of its subSub-contractors Contractors as though they are its own. Where the Authority Council has consented to the placing of sub-contracts as set out in the Ordercontracts, copies of each sub-contract shall, at the request of the AuthorityCouncil, be sent by the Supplier Provider to the Authority Council as soon as is reasonably practicable. Subject to Clause 7.1.6H2.1(f), the Authority Council may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- to: any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the AuthorityCouncil; or any private sector body which substantially performs the functions of the Authority, Council; provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierProvider’s obligations under the Contract. Any change in the legal status of the Authority Council such that it ceases to be a Contracting Authority shall not, subject to Clause 7.1.6H2.1(f), affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCouncil. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 7.1.4 H2.1(f) to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority Council such that it ceases to be a Contracting Authority (in the remainder of this clause Clause both such bodies being referred to as “"the Transferee”):- Transferee"): the rights of termination of the Authority Council in Clauses 9.1 D1 (Termination on insolvency and change of control and insolvencycontrol) and 9.2 D2 (Termination on Default) shall be available to the Supplier Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierProvider. The Authority Council may disclose to any Transferee any Confidential Information of the Supplier Provider which relates to the performance of the SupplierProvider’s obligations under the Contract. In such circumstances the Authority Council shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierProvider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES.