Common use of ASSIGNMENT AND SUB-CONTRACTING Clause in Contracts

ASSIGNMENT AND SUB-CONTRACTING. 26.1 Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub- contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 26.3 Where the Authority has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

ASSIGNMENT AND SUB-CONTRACTING. 26.1 26.1. Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub- sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 26.2. The Contractor shall be responsible for the acts and omissions of its sub-sub- contractors as though they are its own. 26.3 26.3. Where the Authority has consented to the placing of sub-contractscontracts for the provision of services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 26.4. Alternatively, the Authority may require that, if the Contractor wishes to sub-sub- contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 26.5. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 26.5.1. reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 26.5.2. all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 26.5.3. the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 26.6. In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 26.7. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 26.8. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 26.9. Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 26.10. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 26.11. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 26.11.1. the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 26.11.2. the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 26.12. The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 26.13. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

ASSIGNMENT AND SUB-CONTRACTING. 26.1 Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub- sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 26.3 Where the Authority has consented to the placing of sub-contractscontracts for the provision of Services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of Services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

ASSIGNMENT AND SUB-CONTRACTING. 26.1 Except where clauses 26.5 and 26.6 apply, the Contractor shall The Provider must not assign, sub- contract delegate, transfer, sub-contract, charge or in any other way otherwise dispose of the Contract all or any part of it its rights or obligations under this Contract without prior Approval. the Authority in writing: consenting to the appointment of the Sub-contracting contractor (such consent not to be unreasonably withheld or delayed); and approving the Sub-contract arrangements (such approval not to be unreasonably withheld or delayed) which shall include the addition of any part of the clauses in this Contract shall to the Sub-contract as the Authority may reasonably require The Authority’s consent to sub-contracting under clause B22.1. will not relieve the Contractor Provider of its liability to the Authority for the proper performance of any of its obligations or duties under this Contract and the Contract. 26.2 The Contractor Provider shall be responsible for the acts and omissions acts, defaults or neglect of any Sub-contractor, or its sub-contractors employees or agents in all respects as though if they are its own. 26.3 Where were the Authority has consented to acts, defaults or neglect of the placing of sub-contracts, copies of each Provider. Any sub-contract shall, at the request of the Authority, be sent submitted by the Contractor to the Authority as soon as reasonably practicable. 26.4 Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract at any time it shall submit a list of sub-contractors Provider to the Authority for approvalapproval of its terms, must impose obligations on the proposed sub-contractor in the same terms as those imposed on it pursuant to this Contract to the extent practicable. The Contractor shall obtain In particular: Where the Authority’s prior written approval before changing any Provider enters in a sub-contract with a supplier or contractor for the purpose of performing the Agreement, the Provider must cause a term to be included in such sub-contract which requires payment to be made of undisputed sums by the Provider to the sub-contractors so approvedcontractor within the specified period not exceeding 30 days from the receipt of a valid invoice, as defined by the sub-contract requirements. The Authority shall not unreasonably withhold be entitled to: assign, novate or delay such approval. 26.5 Notwithstanding clause 26.1, the Contractor may assign dispose of its rights and obligation under this Contract either in whole or part to any contracting authority (as defined in The Public Contracts Regulations 2006); or a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest corporate entity in which the Authority incurs under clause 11)has a controlling interest. Any assignment under this clause 26.5 shall be subject to: 26.5.1 reduction of any sums in respect of which the Authority exercises transfer, assign or novate its right of recovery under clause 12; 26.5.2 all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 obligations where required by Law The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 Subject to clause 26.11, the Authority may assign, transfer, novate or otherwise dispose of any or all of its rights and obligations under this Contract without the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden consent of the Contractor’s obligations under the ContractProvider. 26.10 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

ASSIGNMENT AND SUB-CONTRACTING. 26.1 Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub- contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 26.3 Where the Authority has consented to the placing of sub-contractscontracts for the provision of Services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of Services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-sub- contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

ASSIGNMENT AND SUB-CONTRACTING. 26.1 Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub- sub-contract or in any other way dispose of the Contract or any part of it without prior ApprovalApproval not to be unreasonably withheld or delayed. Sub-Sub- contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 The Contractor shall be responsible for the acts and omissions of its sub-sub- contractors as though they are its own. 26.3 Where the Authority has consented to the placing of sub-contractscontracts for the provision of Services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 Alternatively, the Authority may require that, if the Contractor wishes to sub-sub- contract any obligations under the Contract for the provision of Services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

ASSIGNMENT AND SUB-CONTRACTING. 26.1 Except where clauses 26.5 and 26.6 apply, the Contractor 12.1 The Employer shall not assignassign charge or transfer this Agreement or any of its rights under it without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed), sub- contract or in provided that the Supplier’s consent shall not be required where it is between the Employer and: 12.1.1 any other way dispose body which substantially performs any of the Contract functions that previously had been performed by the Employer; or 12.1.2 its direct or indirect holding companies and its direct or indirect subsidiaries (within the meaning of s1159 Companies Act 2006). 12.2 The Supplier shall not assign charge or transfer this Agreement or any part of its rights under it without the prior Approval. Subwritten consent of the Employer (such consent not to be unreasonably withheld or delayed). 12.3 The Supplier shall not sub-contracting contract any part of the Contract Services without the prior written consent of the Employer’s Representative, which consent shall not relieve be unreasonably withheld or delayed. If the Contractor Supplier sub-contracts any part of any of its obligations or duties under the Contract. 26.2 The Contractor shall be Services, it is responsible for the acts and omissions performance of its the Services as if it had not subcontracted such part of the Services. 12.4 No sub-contractors as though they are its own. 26.3 Where contracting by the Authority has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request Supplier and no consent of the Authority, be sent by Employer and nothing contained in this Agreement requiring the Contractor to the Authority as soon as reasonably practicable. 26.4 Alternatively, the Authority may require that, if the Contractor wishes Supplier to sub-contract any obligations work to or obtain any Plant from any person or persons named therein shall in any way relieve the Supplier from its responsibility for the due execution and completion of the Services in accordance with this Agreement. 12.5 The Supplier shall assess the amount due to a Sub-Supplier without taking into account the amount due to the Supplier under the Contract at any time it shall submit a list of sub-contractors to notice issued by the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approvalEmployer under Clause 7.5 (Payment). 26.5 Notwithstanding clause 26.1, 12.6 The Supplier shall include in the Contractor may assign to contract with each Sub-Supplier: 12.6.1 a third party ("the Assignee") the right to receive period for payment of the Contract Price or any part thereof amount due to the Contractor under the Contract (including any interest Subcontractor which is not greater than 28 days. The amount due shall include, but not be limited to, payment for work which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 reduction of any sums Sub-Supplier has completed from the previous assessment date up to the current assessment date in respect of which the Authority exercises its right of recovery under clause 12contract; 26.5.2 all related rights 12.6.2 a provision which does not allow the Supplier to withhold retention or alternatively has a retention rate of 0%; 12.6.3 a provision giving the Authority under Employer a right to publish the Contract Supplier’s compliance with its obligations in relation to the recovery Clause 12.6.1; 12.6.4 insurance provisions that properly flow-down from Clause 9 (Indemnities and Insurance) and thereby do not provide for duplication of sums due but unpaidinsurance cover; and 26.5.3 12.6.5 a provision requiring the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 In the event that the Contractor assigns the right Sub-Supplier to receive the Contract Price under include a clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit same effect as this Clause 12.6 in any contracts it enters into wholly or substantially for the purpose of any successor body to the Authority. 26.11 If the rights and obligations of the Authority under the Contract are assigned, novated performing or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates contributing to the performance of the Contractor’s whole or any part of its subcontract with the Supplier; and when requested by the Employer, the Supplier shall provide reasonable documentary evidence to the Employer that it is in compliance with its payment obligations under this Clause 12.6. 12.7 If the Contract. In such circumstances Supplier notifies the Authority shall authorise Employer that the Transferee Supplier has failed to use such Confidential Information only for purposes relating to comply with its obligations under Clause 12.6.1, the performance Employer can publish the details of the Contractor’s obligations under details of the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, non-compliance (including on government websites and in the execution press). Data Protection Data Protection 13 Protection of further documents)Personal Data 13.1 Unless the context otherwise requires, the other Party reasonably requires from time to time for the purpose purposes of giving that other Party this Clause 13 the full benefit of the provisions of the Contract.following definitions apply;

ASSIGNMENT AND SUB-CONTRACTING. 26.1 26.1. Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub- contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 26.2. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 26.3 26.3. Where the Authority has consented to the placing of sub-contractscontracts for the provision of services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 26.4. Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-sub- contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 26.5. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 26.5.1. reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 26.5.2. all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 26.5.3. the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 26.6. In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 26.7. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 26.8. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 26.9. Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 26.10. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 26.11. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 26.11.1. the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 26.11.2. the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 26.12. The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 26.13. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

ASSIGNMENT AND SUB-CONTRACTING. 26.1 Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub- sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-Sub- contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 26.3 Where the Authority has consented to the placing of sub-contracts, copies of each sub-sub- contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

ASSIGNMENT AND SUB-CONTRACTING. 26.1 26.1. Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub- sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 26.2. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 26.3 26.3. Where the Authority has consented to the placing of sub-contractscontracts for the provision of services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 26.4. Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 26.5. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 26.5.1. reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 26.5.2. all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 26.5.3. the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 26.6. In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 26.7. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 26.8. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 26.9. Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 26.10. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 26.11. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 26.11.1. the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 26.11.2. the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 26.12. The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 26.13. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

ASSIGNMENT AND SUB-CONTRACTING. 26.1 26.1. Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub- sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 26.2. The Contractor shall be responsible for the acts and omissions of its sub-sub- contractors as though they are its own. 26.3 26.3. Where the Authority has consented to the placing of sub-contractscontracts for the provision of services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 26.4. Alternatively, the Authority may require that, if the Contractor wishes to sub-sub- contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 26.5. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 26.5.1. reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 26.5.2. all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 26.5.3. the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 26.6. In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 26.7. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 26.8. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 26.9. Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 26.10. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 26.11. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 26.11.1. the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 26.11.2. the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 26.12. The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 26.13. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.from

ASSIGNMENT AND SUB-CONTRACTING. 26.1 26.1. Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub- sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-Sub- contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 26.2. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 26.3 26.3. Where the Authority has consented to the placing of sub-contractscontracts for the provision of services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 26.4. Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 26.5. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 26.5.1. reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 26.5.2. all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 26.5.3. the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 26.6. In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 26.7. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 26.8. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 26.9. Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 26.10. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 26.11. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 26.11.1. the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 26.11.2. the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. 26.12 26.12. The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 26.13 26.13. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

ASSIGNMENT AND SUB-CONTRACTING. 26.1 Except where clauses 26.5 and 26.6 apply, the The Contractor shall not assign, sub- contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. 26.2 The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 26.3 Where the Authority has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. 26.4 Alternatively, the Authority may require that, if the Contractor wishes or allow a subcontractor to sub-contract any obligations under work to a debarred supplier as defined in section 32 of the Contract at any time it shall submit a list of sub-contractors to the Authority for approvalProcurement Act 2020 (WA). The Contractor shall obtain not sub-contract the Authority’s prior written approval before changing whole or any substantial portion of the Works to any one sub-contractor; or assign the Contract or assign, mortgage, charge or encumber any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. 26.5 Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: 26.5.1 reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; 26.5.2 all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and 26.5.3 the Authority receiving notification under both clauses 26.6 and 26.7. 26.6 In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. 26.7 The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 26.8 The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. 26.9 Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations moneys payable under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. 26.10 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 26.11 If the rights and obligations of the Authority whatsoever arising under the Contract are assignedwithout the prior written consent of the Principal, novated or otherwise disposed in its sole and absolute discretion. For the purpose of pursuant this clause, a portion of the Works shall be and be deemed to be substantial if the value of that portion of the Works to be undertaken by any one sub-contractor exceeds sixty percent (60%) of the Contract Price. Subject to clause 26.9 to a body which is not a Contracting Authority10.1., or if there is a change in the legal status Contractor may sub-contract any part of the Authority such that it ceases to be a Contracting Authority (in Works without the remainder of this clause both such bodies being referred to as the "Transferee"): 26.11.1 the rights of termination approval of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to Principal. If the Contractor in sub-contracts the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and 26.11.2 the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract whole or any part thereof with the prior consent in writing of the Contractor. 26.12 The Authority may disclose Works (subject to any Transferee any Confidential Information the written consent of the Principal, if required by this clause) the Contractor which relates to shall remain fully liable and responsible for the performance proper execution of such sub-contracted part of the Contractor’s Works and/or its obligations under the Contract. In such circumstances Without limiting the Authority foregoing, the Contractor shall authorise the Transferee to use such Confidential Information only for purposes relating be liable to the performance Principal for the acts, defaults and neglects of any sub-contractor or any employee or agent of the sub-contractor as fully as if they were the acts, defaults or neglects of the Contractor or the employees or agents of the Contractor’s obligations . Without limiting the Contractor's liability to the Principal under clauses 10.3. or 10.4. or its obligation to perform and observe the terms and conditions of any sub-contract it has entered into, the Contractor shall:- in the event of termination of this Contract or takeover of the works by the Principal, immediately upon demand by the Principal, assign to the Principal, absolutely and for no other purpose free of encumbrances, all of its rights, powers and shall take all reasonable steps remedies against any third party it has engaged (whether before or after the date of this Contract) to ensure that perform any services in connection with the Transferee gives preparation of the Design Documents and/or the construction of the Works, including without limitation any architect, engineer, surveyor, quantity surveyor, environmental consultant or sub-contractor to whom it has sub-contracted the whole or any part of the Works (whether those rights, powers and remedies arise at law, in equity or under or pursuant to a confidentiality undertaking in relation to such Confidential Information. 26.13 Each Party shall at contract or any statute); not, without the prior written consent of the Principal, exercise any of its own cost and expense carry outrights, remedies or powers against any third party if it materially affects, or use all reasonable endeavours is likely to ensure the carrying out of whatever further actions, (including the execution of further documents)materially affect, the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit interests of the provisions of Principal under this Contract; and when exercising its rights, powers and remedies against any third party comply with any direction given by the ContractPrincipal (or the Superintendent) regarding those matters.