Common use of ASSETS AND SUB-CONTRACTS Clause in Contracts

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 of this Contract Schedule 10, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Contract Charges at the Contract Expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 of this Contract Schedule 10 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 118.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 120.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets assets or acquire any new Supplier Assetsassets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Ordered Panel Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 8.1.4 of this Contract Schedule 102, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Ordered Panel Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Ordered Panel Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Contract Charges at the Contract Expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 10.2.2 of this Contract Schedule 10 2 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 118.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in In order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 120.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 123.1.5 of this Contract Schedule 10Call Off Schedule, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 125.2.2 of this Contract Call Off Schedule 10 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets assets or acquire any new Supplier Assetsassets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Ordered Panel Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 7.1.4 of this Contract Schedule 102, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Ordered Panel Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Ordered Panel Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Contract Charges at the Contract Expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 of this Contract Schedule 10 2 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 118.1.5 of this Contract Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Contract Charges at the Contract Expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 120.2.2 of this Contract Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 119.1.5 of this Contract Schedule 10Call Off Schedule, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 121.2.2 of this Contract Call Off Schedule 10 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 9.20.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 9.30.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the CustomerContracting Authority's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 of this Contract Call Off Schedule 109, the Customer Contracting Authority shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer Contracting Authority requires to be transferred to the Customer Contracting Authority and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer Contracting Authority and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer Contracting Authority requires to be assigned or novated to the Customer Contracting Authority and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer Contracting Authority and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer Contracting Authority and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer Contracting Authority and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer Contracting Authority and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer Contracting Authority and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer Contracting Authority shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer Contracting Authority or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer Contracting Authority or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 of this Contract Call Off Schedule 10 9 that the Customer Contracting Authority and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the CustomerContracting Authority) for the Customer Contracting Authority and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer Contracting Authority or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer Contracting Authority and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer Contracting Authority reasonably requires to effect this novation or assignment. The Customer Contracting Authority shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets assets or acquire any new Supplier Assetsassets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Ordered Panel Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 8.1.5 of this Contract Schedule 102, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Ordered Panel Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Ordered Panel Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Contract Charges at the Contract Expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 10.2.2 of this Contract Schedule 10 2 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier Service Provider shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Service Provider Assets or acquire any new Supplier Service Provider Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier Service Provider pursuant to paragraph 7.1.5 92.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier Service Provider setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier Service Provider (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier Service Provider requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier Service Provider (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier Service Provider to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement SupplierService Provider, the Supplier Service Provider shall provide all reasonable assistance to the Customer and/or its Replacement Supplier Service Provider to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier Service Provider requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier Service Provider shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier Service Provider for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier Service Provider the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier Service Provider (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier Service Provider (as appropriate) on payment for the same. Where the Supplier Service Provider is notified in accordance with paragraph 9.2.2 94.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier Service Provider requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier Service Provider shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier Service Provider to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier Service Provider shall bear the reasonable proven costs of procuring the same. The Supplier Service Provider shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier Service Provider of the Transferring Contracts. The Supplier Service Provider shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier Service Provider or join with the Supplier Service Provider in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 32.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in In order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 34.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 of this Contract Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Contract Charges at the Contract Expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 of this Contract Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 Error: Reference source not found of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 120.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 122.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Servicesand delivery of purchased Goods. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 5.20.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services and delivery of purchased Goods from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services and delivery of purchased Goods or the Replacement Goods and/or Replacement Servicesand delivery of purchased Goods. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 5.30.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 24.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 26.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods Products and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods Products and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods Products and/or Services or the Replacement Goods Products and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 82.20.5 of this Contract Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Contract Charges at the Contract Expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 82.30.2 of this Contract Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier Service Provider shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Service Provider Assets or acquire any new Supplier Service Provider Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier Service Provider pursuant to paragraph 7.1.5 84.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier Service Provider setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier Service Provider (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier Service Provider requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier Service Provider (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier Service Provider to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement SupplierService Provider, the Supplier Service Provider shall provide all reasonable assistance to the Customer and/or its Replacement Supplier Service Provider to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier Service Provider requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier Service Provider shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier Service Provider for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier Service Provider the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier Service Provider (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier Service Provider (as appropriate) on payment for the same. Where the Supplier Service Provider is notified in accordance with paragraph 9.2.2 86.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier Service Provider requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier Service Provider shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier Service Provider to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier Service Provider shall bear the reasonable proven costs of procuring the same. The Supplier Service Provider shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier Service Provider of the Transferring Contracts. The Supplier Service Provider shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier Service Provider or join with the Supplier Service Provider in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call-Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 95.20.5 of this Contract Schedule 10Call-Off Schedule, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call-Off Contract Charges at the Contract Expiry Call-Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call-Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 95.30.2 of this Contract Call-Off Schedule 10 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 100.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement theReplacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 102.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods Products and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 123.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods Products and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods Products and/or Services or the Replacement Goods Products and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 125.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Contract Enabling Agreement and during the Termination Assistance Period, the Supplier shall not, without the Authority’s and/or Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 7.1 (e) of this Contract Schedule 10Schedule, the Customer Authority and/or Customer, as applicable, shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer Authority and/or Customer, as applicable, requires to be transferred to the Authority, Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Authority, Customer and/or the Replacement Supplier Supplier, as applicable, requires the continued use of; and which, if any, of Transferable Contracts the Customer Authority and/or Customer, as applicable, requires to be assigned or novated to the Authority, Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Authority, Customer and/or its Replacement Supplier Supplier, as applicable, to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Authority, Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Authority, Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Authority, Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With As requested by the Authority, with effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Authority, Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Contract Charges Management Charge or Service Fees under the Commercial Agreement and/or Enabling Agreement, as applicable, at the Contract Expiry Date, in which case the Customer Authority and/or Customer, as applicable, shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Contract ChargesManagement Charge or Service Fees, as applicable. Risk in the Transferring Assets shall pass to the Authority and/or Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Authority, Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 (b) of this Contract Schedule 10 that the Authority, Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the (Authority and/or Customer) for the Authority, Customer and/or the Replacement Supplier Supplier, as applicable, to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Authority, Customer or the Replacement Supplier Supplier, as applicable, shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer Authority, Customer, as applicable, and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer Authority and/or Customer, as applicable, reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; andand once a Transferring Commercial Agreement is novated or assigned to the Authority, Customer and/or the Replacement Supplier, as applicable, carry out, perform and discharge all the obligations and liabilities created by or arising under that Transferring Commercial Agreement and exercise its rights arising under that Transferring Contract, or as applicable, procure that the Replacement Supplier does the same. The Supplier shall hold any Transferring Contracts on trust for the Authority and/or Customer, as applicable, until such time as the transfer of the relevant Transferring Commercial Agreement to the Authority, Customer and/or the Replacement Supplier has been effected. The Supplier shall indemnify the Authority, Customer and/or the Replacement Supplier, as applicable, against each loss, liability and cost arising out of any claims made by a counterparty to a Transferring Commercial Agreement which is assigned or novated to the Authority, Customer and/or Replacement Supplier, as applicable, pursuant to paragraph 9.6 of this Schedule in relation to any matters arising prior to the date of assignment or novation of such Transferring Contract.

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 48.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement staff transferReplacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 50.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 113.1.5 of this Contract Schedule 10Call Off Schedule, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 115.2.2 of this Contract Call Off Schedule 10 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 87.20.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 87.30.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 23.1.5 of this Contract Schedule 10Call Off Schedule, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 25.2.2 of this Contract Call Off Schedule 10 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets assets or acquire any new Supplier Assetsassets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Ordered Panel Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 of this Contract Schedule 102, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Ordered Panel Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Ordered Panel Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Contract Charges at the Contract Expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 of this Contract Schedule 10 2 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the CustomerContracting Authority's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 108.1.5 of this Contract Call Off Schedule 109, the Customer Contracting Authority shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer Contracting Authority requires to be transferred to the Customer Contracting Authority and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer Contracting Authority and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer Contracting Authority requires to be assigned or novated to the Customer Contracting Authority and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer Contracting Authority and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer Contracting Authority and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer Contracting Authority and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer Contracting Authority and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer Contracting Authority and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer Contracting Authority shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer Contracting Authority or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer Contracting Authority or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 110.2.2 of this Contract Call Off Schedule 10 9 that the Customer Contracting Authority and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the CustomerContracting Authority) for the Customer Contracting Authority and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer Contracting Authority or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer Contracting Authority and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer Contracting Authority reasonably requires to effect this novation or assignment. The Customer Contracting Authority shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 110.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 112.2.2 of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and

ASSETS AND SUB-CONTRACTS. Following notice of termination of this Call Off Contract and during the Termination Assistance Period, the Supplier shall not, without the Customer's prior written consent: terminate, enter into or vary any Sub-Contract; (subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Supplier Assets or acquire any new Supplier Assets; or terminate, enter into or vary any licence for software in connection with the provision of Goods and/or and Services. Within twenty (20) Working Days of receipt of the up-to-date Registers provided by the Supplier pursuant to paragraph 7.1.5 of this Contract Call Off Schedule 109, the Customer shall provide written notice to the Supplier setting out: which, if any, of the Transferable Assets the Customer requires to be transferred to the Customer and/or the Replacement Supplier (“Transferring Assets”); which, if any, of: the Exclusive Assets that are not Transferable Assets; and the Non-Exclusive Assets, the Customer and/or the Replacement Supplier requires the continued use of; and which, if any, of Transferable Contracts the Customer requires to be assigned or novated to the Customer and/or the Replacement Supplier (the “Transferring Contracts”), in order for the Customer and/or its Replacement Supplier to provide the Goods and/or and Services from the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Supplier, the Supplier shall provide all reasonable assistance to the Customer and/or its Replacement Supplier to enable it to determine which Transferable Assets and Transferable Contracts the Customer and/or its Replacement Supplier requires to provide the Goods and/or and Services or the Replacement Goods and/or Replacement Services. With effect from the expiry of the Termination Assistance Period, the Supplier shall sell the Transferring Assets to the Customer and/or its nominated Replacement Supplier for a consideration equal to their Net Book Value, except where the cost of the Transferring Asset has been partially or fully paid for through the Call Off Contract Charges at the Contract Expiry Call Off expiry Date, in which case the Customer shall pay the Supplier the Net Book Value of the Transferring Asset less the amount already paid through the Call Off Contract Charges. Risk in the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) at the end of the Termination Assistance Period and title to the Transferring Assets shall pass to the Customer or the Replacement Supplier (as appropriate) on payment for the same. Where the Supplier is notified in accordance with paragraph 9.2.2 Error: Reference source not found of this Contract Call Off Schedule 10 9 that the Customer and/or the Replacement Supplier requires continued use of any Exclusive Assets that are not Transferable Assets or any Non-Exclusive Assets, the Supplier shall as soon as reasonably practicable: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by the Customer) for the Customer and/or the Replacement Supplier to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same. The Supplier shall as soon as reasonably practicable assign or procure the novation to the Customer and/or the Replacement Supplier of the Transferring Contracts. The Supplier shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment. The Customer shall: accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract; and