Common use of GAINS SHARE Clause in Contracts

GAINS SHARE. At any time during the Term, the Service Provider may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services ("Proposal"). Any Proposal must clearly state that it is submitted for consideration under this gains share provision and shall include: a business case for the new or different way the Service Provider intends to provide the Services; the potential direct and indirect cost savings for the Service Provider and the Contracting Body; the potential direct and indirect costs which might be incurred by the Service Provider and the Contracting Body; the potential benefit(s) (financial or otherwise) to the Service Provider and the Contracting Body; the gains share ratio. The Service Provider, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Service Provider and the Contracting Body, the estimated amount of savings, the gains share ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Service Provider and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Service Provider shall then submit a revised Proposal to the Contracting Body and the Authority. The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Service Provider to submit a revised Proposal. If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Service Provider shall formulate an implementation plan which shall set out in more detail the way in which the Service Provider intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gains share ratio ("Gains Share Implementation Plan"). Once the Gains Share Implementation Plan has been agreed between the Parties and the Contracting Body, the Service Provider shall implement the Proposal in accordance with the plan and the Service Provider and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gains Share Implementation Plan. Following implementation, the Parties and the Contracting Body shall meet to discuss the implementation as a whole, including a cost and benefit review. The Service Provider shall provide regular updates to the Authority on: gains share Proposals that have been submitted to Contracting Bodies for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process. FRAMEWORK SCHEDULE 8: MANAGEMENT INFORMATION

GAINS SHARE. At any time during the Term, the Service Provider Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services ("Proposal"). Any Proposal must clearly state that it is submitted for consideration under this gains share provision and shall include: a business case for the new or different way the Service Provider Supplier intends to provide the Services; the potential direct and indirect cost savings for the Service Provider Supplier and the Contracting Body; the potential direct and indirect costs which might be incurred by the Service Provider Supplier and the Contracting Body; the potential benefit(s) (financial or otherwise) to the Service Provider Supplier and the Contracting Body; the gains share ratio. The Service ProviderSupplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Service Provider Supplier and the Contracting Body, the estimated amount of savings, the gains share ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Service Provider Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Service Provider Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Service Provider Supplier to submit a revised Proposal. If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Service Provider Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Service Provider Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gains share ratio ("Gains Share Implementation Plan"). Once the Gains Share Implementation Plan has been agreed between the Parties and the Contracting BodyParties, the Service Provider Supplier shall implement the Proposal in accordance with the plan and the Service Provider Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gains Share Implementation Plan. Following implementation, the Parties and the Contracting Body shall meet to discuss the implementation as a whole, including a cost and benefit review. The Service Provider Supplier shall provide regular updates to the Authority on: gains Gains share Proposals that have been submitted to Contracting Bodies for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process. FRAMEWORK SCHEDULE 8: MANAGEMENT INFORMATION.

GAINS SHARE. At any time during the Term, the Service Provider Supplier may make a proposal to a Contracting Body and the Authority Customer for a new or different way of providing the Goods and Services ("“Proposal"”). Any Proposal must clearly state that it is submitted for consideration under this gains share provision and shall include: a business case for the new or different way the Service Provider Supplier intends to provide the Goods and Services; the potential direct and indirect cost savings for the Service Provider Supplier and the Contracting BodyCustomer; the potential direct and indirect costs which might be incurred by the Service Provider Supplier and the Contracting BodyCustomer; the potential benefit(s) (financial or otherwise) to the Service Provider Supplier and the Contracting BodyCustomer; the gains share ratio. The Service Provider, the Contracting Body Supplier and the Authority Customer shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Service Provider Supplier and the Contracting BodyCustomer, the estimated amount of savings, the gains share ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Service Provider Supplier and the Contracting Body Customer should the Proposal be aborted or not meet its financial objectives. The Service Provider Supplier shall then submit a revised Proposal to the Contracting Body and the AuthorityCustomer. The Contracting Body Customer shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Service Provider Supplier to submit a revised Proposal. If and when the Proposal is accepted in principle by the Contracting Body and the Authority Customer and such agreement is put in writing, the Service Provider Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Service Provider Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gains share ratio ("“Gains Share Implementation Plan"”). Once the Gains Share Implementation Plan has been agreed between the Parties and the Contracting BodyCustomer, the Service Provider Supplier shall implement the Proposal in accordance with the plan and the Service Provider Supplier and the Contracting Body Customer shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gains Share Implementation Plan. Following implementation, the Parties and the Contracting Body shall meet to discuss the implementation as a whole, including a cost and benefit review. The Service Provider Supplier shall provide regular updates to the Authority on: gains Gains share Proposals that have been submitted to Contracting Bodies the Customer for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process. FRAMEWORK SCHEDULE 811 - TUPE AND PENSIONS [Guidance Note: MANAGEMENT INFORMATIONTUPE clauses in Part A and Part B must be used where TUPE applies at commencement. Part A applies where the Customer itself currently carries out the Services and is being replaced by the Supplier. Part B applies where the Customer currently engages a third party to provide the Services and is replacing such third party with the Supplier. Part C applies where TUPE is not intended to apply at Commencement. Part D applies on the termination of the contract and should be included in each case Part E applies in all circumstances and should always be included.] Acquired Rights Directive means the European Council Directive 2001/23/EC on the approximation of laws of Member States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses, as amended or re-enacted from time to time;

GAINS SHARE. At any time during the Term, the Service Provider Supplier may where the same is not contrary to the law that governs public procurement, make a proposal to a Contracting Body and the Authority for a new or different way of providing all or any of the Services (a "Proposal"). Any Proposal must clearly state that it is submitted for consideration under this gains share provision and shall include: a business case for the new or different way the Service Provider Supplier intends to provide the Services; the potential direct and indirect cost savings for the Service Provider Supplier and the Contracting BodyBodies; the potential direct and indirect costs which might be incurred by the Service Provider Supplier and the Contracting BodyBodies; the potential benefit(s) (financial or otherwise) to the Service Provider Supplier and the Contracting BodyBodies; and the gains share ratio. The Service ProviderSupplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Service Provider Supplier and the Contracting Body, the estimated amount of savings, the gains share ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Service Provider Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Service Provider Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Service Provider Supplier to submit a revised Proposal. If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Service Provider Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Service Provider Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gains share ratio (a "Gains Share Implementation Plan"). Once the Gains Share Implementation Plan has been agreed between the Parties Contracting Body and the Contracting BodyAuthority, the Service Provider Supplier shall implement the Proposal in accordance with the plan and the Service Provider Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gains Share Implementation Plan. Following implementation, the Parties and the Contracting Body shall meet to discuss the implementation as a whole, including a cost and benefit review. FRAMEWORK SCHEDULE 6: MANAGEMENT INFORMATION GENERAL REQUIREMENTS The Service Provider Supplier shall provide regular updates operate and maintain appropriate systems, processes and records to ensure that it can, at all times, deliver timely and accurate Management Information to the Authority on: gains share Proposals that have been submitted to Contracting Bodies for consideration, and in accordance with the resultant benefits that have been derived from Proposals which have been implementedprovisions of this Framework Schedule 6. Such information The Supplier shall also supply such Management Information as may be collated required by a Contracting Body in accordance with the Authority as part terms of the Management Information process. FRAMEWORK SCHEDULE 8: MANAGEMENT INFORMATIONa Call-Off Agreement.

GAINS SHARE. At any time during the Term, the Service Provider Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services ("Proposal"). Any Proposal must clearly state that it is submitted for consideration under this gains share provision and shall include: a business case for the new or different way the Service Provider Supplier intends to provide the Services; the potential direct and indirect cost savings for the Service Provider Supplier and the Contracting Body; the potential direct and indirect costs which might be incurred by the Service Provider Supplier and the Contracting Body; the potential benefit(s) (financial or otherwise) to the Service Provider Supplier and the Contracting Body; the gains share ratio. The Service ProviderSupplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Service Provider Supplier and the Contracting Body, the estimated amount of savings, the gains share ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Service Provider Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Service Provider Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Service Provider Supplier to submit a revised Proposal. If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Service Provider Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Service Provider Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices charges paid in accordance with the agreed gains share ratio ("Gains Share Implementation Plan"). Once the Gains Share Implementation Plan has been agreed between the Parties and the Contracting BodyParties, the Service Provider Supplier shall implement the Proposal in accordance with the plan and the Service Provider Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices charges paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gains Share Implementation Plan. Following implementation, the Parties and the Contracting Body shall meet to discuss the implementation as a whole, including a cost and benefit review. The Service Provider Supplier shall provide regular updates to the Authority on: gains Gains share Proposals that have been submitted to Contracting Bodies for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process. FRAMEWORK SCHEDULE 8: MANAGEMENT INFORMATION.

GAINS SHARE. At any time during the TermContract Period, the Service Provider Supplier may make a proposal to a Contracting Body and the Authority Customer for a new or different way of providing the Services ("“Proposal"”). Any Proposal must clearly state that it is submitted for consideration under this gains share provision and shall include: a business case for the new or different way the Service Provider Supplier intends to provide the Services; the potential direct and indirect cost savings for the Service Provider Supplier and the Contracting BodyCustomer; the potential direct and indirect costs which might be incurred by the Service Provider Supplier and the Contracting BodyCustomer; the potential benefit(s) (financial or otherwise) to the Service Provider Supplier and the Contracting BodyCustomer; the gains share gainshare ratio. The Service Provider, the Contracting Body Supplier and the Authority Customer shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Service Provider Supplier and the Contracting BodyCustomer, the estimated amount of savings, the gains share ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Service Provider Supplier and the Contracting Body Customer should the Proposal be aborted or not meet its financial objectives. The Service Provider Supplier shall then submit a revised Proposal to the Contracting Body and the AuthorityCustomer. The Contracting Body Customer shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Service Provider Supplier to submit a revised Proposal. If and when the Proposal is accepted in principle by the Contracting Body and the Authority Customer and such agreement is put in writing, the Service Provider Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Service Provider Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gains share ratio ("“Gains Share Implementation Plan"”). Once the Gains Share Implementation Plan has been agreed between Approved by the Parties and the Contracting BodyCustomer, the Service Provider Supplier shall implement the Proposal in accordance with the plan and the Service Provider Supplier and the Contracting Body Customer shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gains Share Implementation Plan. Following implementation, the Parties and the Contracting Body shall meet to discuss the implementation as a whole, including a cost and benefit review. The Service Provider shall SCHEDULE 10: TUPE AND PENSIONS [Guidance Note: TUPE clauses in Part A and Part B must be used where TUPE applies at commencement. Part A applies where the Customer itself currently carries out the Services and is being replaced by the Supplier. Part B applies where the Customer currently engages a third party to provide regular updates the Services and is replacing such third party with the Supplier. Part C applies where TUPE is not intended to apply at Commencement. Part D applies on the termination of the contract and should be included in each case Part E applies in all circumstances and should always be included.] In this Schedule unless the context otherwise requires the following expressions have the following meaning: Acquired Rights Directive means the European Council Directive 2001/23/EC on the approximation of laws of Member States relating to the Authority on: gains share Proposals that have been submitted safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses, as amended or re-enacted from time to Contracting Bodies for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process. FRAMEWORK SCHEDULE 8: MANAGEMENT INFORMATIONtime;

GAINS SHARE. At any time during the Term, the Service Provider Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services ("Proposal"). Any Proposal must clearly state that it is submitted for consideration under this gains share provision and shall include: a business case for the new or different way the Service Provider Supplier intends to provide the Services; the potential direct and indirect cost savings for the Service Provider Supplier and the Contracting Body; the potential direct and indirect costs which might be incurred by the Service Provider Supplier and the Contracting Body; the potential benefit(s) (financial or otherwise) to the Service Provider Supplier and the Contracting Body; the gains share ratio. The Service ProviderSupplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Service Provider Supplier and the Contracting Body, the estimated amount of savings, the gains share ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Service Provider Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Service Provider Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Partiesparties), either accept it in principle, reject it or offer recommendations or refinements in order for the Service Provider Supplier to submit a revised Proposal. If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Service Provider Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Service Provider Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gains share ratio ("Gains Share Implementation Plan"). Once the Gains Share Implementation Plan has been agreed between the Parties and the Contracting Bodyparties, the Service Provider Supplier shall implement the Proposal in accordance with the plan and the Service Provider Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gains Share Implementation Plan. Following implementation, the Parties and the Contracting Body parties shall meet to discuss the implementation as a whole, including a cost and benefit review. The Service Provider Supplier shall provide regular updates to the Authority on: gains Gains share Proposals that have been submitted to Contracting Bodies for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process. FRAMEWORK SCHEDULE 8: MANAGEMENT INFORMATION.