Common use of Consequences of Expiry or Termination Clause in Contracts

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),

Consequences of Expiry or Termination. 10.4.1 39.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clause 38, no further payments shall be payable by the Authority to the Supplier Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2 Subject to clause 34, where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9)clause 38, the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break)clause 38. 10.4.3 39.3 The Authority shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1 was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 39.3.2 when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or 39.3.3 is a claim by the Contractor for loss of profit, due to early termination of the Contract. 10.4.4 39.4 In the event of any termination or expiry of the Contract: 39.4.1 the Authority shall be entitled to obtain a refund of the Contract Price paid by the Authority in respect of any part of the Contract which has not been performed by the Contractor; 39.4.2 the Contract Price shall be reduced on a pro rata basis where any part of the Contract is terminated, and the remaining parts of the Contract shall continue to be performed for the remainder of the Contract Period; 39.4.3 the Contractor shall return to the Authority all Property and all other items belonging to the Authority in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4 subject to the payment of the appropriate portion of the Contract Price the Contractor shall provide the Authority with a copy of all deliverables undertaken to date (whether completed or not) in its state at that time and, at the Authority’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5 the Contractor shall at the Authority’s request novate any agreements between the Contractor and any third parties that are relevant to the receipt of the Goods or Services by the Authority. 39.5 Upon expiry or termination of all or any part of the Contract, the Contractor shall provide all reasonable assistance and information to the Authority (and to any Replacement Contractor appointed by the Authority) if requested, to the extent necessary to effect an orderly assumption of the Goods or Services by the Authority or the Replacement Contractor. 39.6 Save as otherwise expressly provided in the Contract:-Contract: (a) 39.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) 39.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier Contractor under Clauses 5.2 clauses 9 (Prevention of Fraud and Prevention of Corruption), 11 (Payment and VAT),, 12 (Recovery of Sums Due), 16 (Rights of Third Parties), 17 and 18 (Authority Data and Protection of Personal Data), 19 (Freedom of Information), 20 (Confidentiality), 21 (Official Secrets Acts 1911-1989), 23 (Intellectual Property Rights), 25 (Audit), 30 (Remedies Cumulative), 34 (Liability, Indemnity and Insurance), 35 (Warranties and Representations), 39 (Consequences of Expiry or Termination), 41 (Recovery upon Termination), 43 (Governing Law), 44 (Dispute Resolution) and clause A12 of the Special Conditions (Professional Indemnity).

Consequences of Expiry or Termination. 10.4.1 39.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clause 37, no further payments shall be payable by the Authority to the Supplier Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2 Subject to clause 34, where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9)clause 38, the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break)clause 38. 10.4.3 39.3 The Authority shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1 was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 39.3.2 when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period.; or 10.4.4 Save as otherwise expressly provided in 39.3.3 is a claim by the Contract:- (a) Contractor for loss of profit, due to early termination of the Contract. In the event of any termination or expiry of the Contract Contract: 39.4.1 the Authority shall be without prejudice entitled to any rights, remedies or obligations accrued under obtain a refund of the Contract prior to termination or expiration and nothing Price paid by the Authority in respect of any part of the Contract which has not been performed by the Contractor; 39.4.2 the Contract Price shall prejudice be reduced on a pro rata basis where any part of the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination Contract is terminated, and the remaining parts of the Contract shall not affect continue to be performed for the continuing rights, remedies or obligations remainder of the Contract Period; 39.4.3 the Contractor shall return to the Authority all Property and all other items belonging to the Authority in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4 subject to the Supplier under Clauses 5.2 payment of the appropriate portion of the Contract Price the Contractor shall provide the Authority with a copy of all deliverables undertaken to date (Payment whether completed or not) in its state at that time and, at the Authority’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5 the Contractor shall at the Authority’s request novate any agreements between the Contractor and VAT),any third parties that are relevant to the receipt of the Goods or Services by the Authority.

Consequences of Expiry or Termination. 10.4.1 39.1. Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clause 38, no further payments shall be payable by the Authority to the Supplier Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2. Subject to clause 34, where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9)clause 38, the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break)clause 38. 10.4.3 39.3. The Authority shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1. was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 39.3.2. when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or 39.3.3. is a claim by the Contractor for loss of profit, due to early termination of the Contract. 10.4.4 39.4. In the event of any termination or expiry of the Contract: 39.4.1. the Authority shall be entitled to obtain a refund of the Contract Price paid by the Authority in respect of any part of the Contract which has not been performed by the Contractor; 39.4.2. the Contract Price shall be reduced on a pro rata basis where any part of the Contract is terminated, and the remaining parts of the Contract shall continue to be performed for the remainder of the Contract Period; 39.4.3. the Contractor shall return to the Authority all Property and all other items belonging to the Authority in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4. subject to the payment of the appropriate portion of the Contract Price the Contractor shall provide the Authority with a copy of all deliverables undertaken to date (whether completed or not) in its state at that time and, at the Authority’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5. the Contractor shall at the Authority’s request novate any agreements between the Contractor and any third parties that are relevant to the receipt of the Goods or Services by the Authority. 39.5. Upon expiry or termination of all or any part of the Contract, the Contractor shall provide all reasonable assistance and information to the Authority (and to any Replacement Contractor appointed by the Authority) if requested, to the extent necessary to effect an orderly assumption of the Goods or Services by the Authority or the Replacement Contractor. 39.6. Save as otherwise expressly provided in the Contract:-Contract: (a) 39.6.1. termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) 39.6.2. termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier Contractor under Clauses 5.2 clauses 9 (Prevention of Fraud and Prevention of Corruption), 11 (Payment and VAT),, 12 (Recovery of Sums Due), 16 (Rights of Third Parties), 17 and 18 (Authority Data and Protection of Personal Data), 19 (Freedom of Information), 20 (Confidentiality), 21 (Official Secrets Acts 1911-1989), 23 (Intellectual Property Rights), 25 (Audit), 30 (Remedies Cumulative), 34 (Liability, Indemnity and Insurance), 35 (Warranties and Representations), 39 (Consequences of Expiry or Termination), 41 (Recovery upon Termination), 43 (Governing Law), 44 (Dispute Resolution) and clause A12 of the Special Conditions (Professional Indemnity).

Consequences of Expiry or Termination. 10.4.1 39.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clause 37, no further payments shall be payable by the Authority to the Supplier Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2 Subject to clause 34, where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9)clause 38, the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break)clause 38. 10.4.3 39.3 The Authority shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1 was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 39.3.2 when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or 39.3.3 is a claim by the Contractor for loss of profit, due to early termination of the Contract. 10.4.4 39.4 In the event of any termination or expiry of the Contract: 39.4.1 the Authority shall be entitled to obtain a refund of the Contract Price paid by the Authority in respect of any part of the Contract which has not been performed by the Contractor; 39.4.2 the Contract Price shall be reduced on a pro rata basis where any part of the Contract is terminated, and the remaining parts of the Contract shall continue to be performed for the remainder of the Contract Period; 39.4.3 the Contractor shall return to the Authority all Property and all other items belonging to the Authority in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4 subject to the payment of the appropriate portion of the Contract Price the Contractor shall provide the Authority with a copy of all deliverables undertaken to date (whether completed or not) in its state at that time and, at the Authority’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5 the Contractor shall at the Authority’s request novate any agreements between the Contractor and any third parties that are relevant to the receipt of the Goods or Services by the Authority. 39.5 Upon expiry or termination of all or any part of the Contract, the Contractor shall provide all reasonable assistance and information to the Authority (and to any Replacement Contractor appointed by the Authority) if requested, to the extent necessary to effect an orderly assumption of the Goods or Services by the Authority or the Replacement Contractor. 39.6 Save as otherwise expressly provided in the Contract:-Contract: (a) 39.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) 39.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier Contractor under Clauses 5.2 clauses 9 (Prevention of Fraud and Prevention of Corruption), 11 (Payment and VAT),, 12 (Recovery of Sums Due), 16 (Rights of Third Parties), 17 and 18 (Authority Data and Protection of Personal Data), 19 (Freedom of Information), 20 (Confidentiality), 21 (Official Secrets Acts 1911-1989), 23 (Intellectual Property Rights), 25 (Audit), 30 (Remedies Cumulative), 34 (Liability, Indemnity and Insurance), 35 (Warranties and Representations), 39 (Consequences of Expiry or Termination), 41 (Recovery upon Termination), 43 (Governing Law), 44 (Dispute Resolution) and clause A12 of the Special Conditions (Professional Indemnity).

Consequences of Expiry or Termination. 10.4.1 39.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clause 38, no further payments shall be payable by the Authority to the Supplier Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2 Subject to clause 34, where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9)clause 38, the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break)clause 38. 10.4.3 39.3 The Authority shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1 was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 39.3.2 when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period.; or 10.4.4 Save as otherwise expressly provided in 39.3.3 is a claim by the Contract:- (a) Contractor for loss of profit, due to early termination of the Contract. In the event of any termination or expiry of the Contract Contract: 39.4.1 the Authority shall be without prejudice entitled to any rights, remedies or obligations accrued under obtain a refund of the Contract prior to termination or expiration and nothing Price paid by the Authority in respect of any part of the Contract which has not been performed by the Contractor; 39.4.2 the Contract Price shall prejudice be reduced on a pro rata basis where any part of the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination Contract is terminated, and the remaining parts of the Contract shall not affect continue to be performed for the continuing rights, remedies or obligations remainder of the Contract Period; 39.4.3 the Contractor shall return to the Authority all Property and all other items belonging to the Authority in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4 subject to the Supplier under Clauses 5.2 payment of the appropriate portion of the Contract Price the Contractor shall provide the Authority with a copy of all deliverables undertaken to date (Payment whether completed or not) in its state at that time and, at the Authority’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5 the Contractor shall at the Authority’s request novate any agreements between the Contractor and VAT),any third parties that are relevant to the receipt of the Goods or Services by the Authority.

Consequences of Expiry or Termination. 10.4.1 24.1 Where the Authority Customer terminates the Contract under Clause 10.2 clause 23.3 (Termination on Default) and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 clause 23.3 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where 24.2 Subject to clause 22, where the Authority Customer terminates the Contract under Clause 10.3 clause 23.4 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 clause 23.4 (Break). 10.4.3 24.3 The Authority Customer shall not be liable under Clause 10.4.2 clause 24.2 to pay any sum which:-which: (a) 24.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) 24.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 24.4 On the termination of the Contract for any reason, the Supplier shall subject to the retention of proper professional records and insofar as is practicable for electronic information: 24.4.1 promptly return to the Customer all Confidential Information, Personal Data and Customer‟s Pre-Existing IPRs and the Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services. The Customer will allow the retention of Confidential Information if proven by the Supplier for their audit and insurance purposes which shall be limited to their requirements from audit and insurance purposes; 24.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier; 24.4.3 except where the retention of Customer Data is required by Law, on the earlier of the receipt of the Customer's written instructions or 12 months after the date of expiry or termination, destroy all copies of the Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed. 24.4.4 immediately deliver to the Customer all Property (including materials, documents, information and access keys) provided to the Supplier under clause 5.2. Such property shall be handed back to the Customer in good working order (allowance shall be made for reasonable wear and tear); 24.4.5 assist and co-operate with the Customer to ensure an orderly transition of the provision of the Services to the Replacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require; and 24.4.6 promptly provide all information concerning the provision of the Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Customer or the Replacement Supplier to conduct due diligence. 24.5 If the Supplier fails to comply with clause 24.4.1 and 24.4.6, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-contractors where any such items may be held. 24.6 Where the end of the Contract Period arises due to the Supplier‟s Default, the Supplier shall provide all assistance under clause 24.4.5 and 24.4.6 free of charge. Otherwise, the Customer shall pay the Supplier‟s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. 24.7 At the end of the Contract Period (howsoever arising) the licence granted pursuant to clause 12.2.1 shall automatically terminate without the need to serve notice. 24.8 Save as otherwise expressly provided in the Contract:-Contract: (a) 24.8.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) 24.8.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under Clauses 5.2 clauses 13.2 (Payment and VAT),, 13.3 (Recovery of Sums Due), 19 (Intellectual Property Rights), 20.5 (Protection of Personal Data), 20.6 (Confidentiality), 20.7 (Official Secrets Acts 1911 to 1989), 20.8 (Freedom of Information), 22 (Liabilities), 24 (Consequences of Expiry or Termination), 28 (Prevention of Corruption), 29 (Records and Audit Access), 35 (Cumulative Remedies), 41 (Conflicts of Interest) and 45 (Governing Law and Jurisdiction).

Consequences of Expiry or Termination. 10.4.1 58.1 Where the Authority CLIENT terminates the Contract under Clause 10.2 55 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority CLIENT may recover from the Supplier SERVICE PROVIDER the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority CLIENT throughout the remainder of the Contract Period. The Authority CLIENT shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a Statement of Work is terminated under Clause 10.2 55 (Termination on Default), no further payments shall be payable by the Authority CLIENT to the Supplier SERVICE PROVIDER until the Authority CLIENT has established the final cost of making those other arrangements. 10.4.2 58.2 Where the Authority CLIENT terminates the Contract under Clause 10.3 56 (Break), (subject to Clause 950), the Authority CLIENT shall indemnify the Supplier SERVICE PROVIDER against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier SERVICE PROVIDER by reason of the termination of the Contract, provided that the Supplier SERVICE PROVIDER takes all reasonable steps to mitigate such loss. Where the Supplier SERVICE PROVIDER holds insurance, the Supplier SERVICE PROVIDER shall reduce its unavoidable costs by any insurance sums available. The Supplier SERVICE PROVIDER shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier SERVICE PROVIDER as a result of termination under Clause 10.3 56 (Break). 10.4.3 58.3 The Authority CLIENT shall not be liable under Clause 10.4.2 58.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierSERVICE PROVIDER, and the Supplier SERVICE PROVIDER has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier SERVICE PROVIDER under the Contract, exceeds the total sum that would have been payable to the Supplier SERVICE PROVIDER if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),

Consequences of Expiry or Termination. 10.4.1 46.1 Where this Contract has been terminated pursuant to Clause 43 (Termination Without Default of the Authority terminates Supplier), the Supplier shall: 46.1.1 take such steps as are necessary to terminate the provision of the Services or any part of the Services (including suspending or terminating any Sub‐Contracts) in a cost‐effective, timely and orderly manner; 46.1.2 act in accordance with Clause 16 (Exit Management]; and 46.1.3 provide to DFID, not more than 60 days after DFID notifies the Supplier of the termination of this Contract an account in writing with detailed supporting evidence, stating: (a) any costs, if any, due before the date of termination, which cannot be avoided by the Supplier using reasonable endeavours; and (b) costs to be expended after the date of termination which the Supplier necessarily incurred in the proper performance of this Contract and which the Supplier cannot reasonably avoid or recover using reasonable endeavours; and, subject to Approval, DFID shall pay such amount stated pursuant to Clause 46.1.3 to the Supplier within 30 days of receipt from the Supplier of a Valid Invoice in respect of the amount due. 46.2 Where this Contract is terminated under Clause 10.2 44 (Termination on Defaultwith Default of the Supplier) and then DFID makes other arrangements for the supply provision of Services, the Authority Services DFID may recover from the Supplier pursuant to Clause 19 (Retention and Set Off) or otherwise, the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority DFID throughout the remainder of the Contract Period. The Authority Term provided that DFID shall take all reasonable steps to mitigate such additional expenditure. . 46.3 Where the this Contract is terminated under Clause 10.2 (Termination on Default)for any reason, no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier save as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:-this Contract: (a) 46.3.1 termination or expiry of the this Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Contract prior to termination or expiration and nothing in the this Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) 46.3.2 termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Authority DFID or the Supplier under Clauses 5.2 15, 16, 17, 18, 19, 21, 22, 25, 28, 29, 30, 31, 32, 33, 35, 36, 46, 47, 52 and 57, and the provisions of Schedule 2 (Payment Staff Transfer) of this Section 2 and VATany relevant clauses listed under Section 4 (Special Conditions),, and, without limitation to the foregoing, any other provision of this Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the Expiry Date.

Consequences of Expiry or Termination. 10.4.1 Where 27.1 Notwithstanding the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply service of Servicesa notice to suspend or terminate this DPS Agreement, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred Provider shall continue to fulfil its obligations under this DPS Agreement as required by the Administering Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost date of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break)suspension, (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities expiry or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate this DPS Agreement (as applicable) or such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list other date as required under this Clause 27 (Consequences of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (BreakExpiry or Termination). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier27.2 Suspension, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of this DPS Agreement shall not cause any Contracts to terminate automatically. For the Contract avoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with their terms notwithstanding the suspension, termination or expiry of this DPS Agreement. 27.3 Following termination or expiry of this DPS Agreement the Provider shall deal with the Administering Authority Confidential Information as follows: 27.3.1 where the Administering Authority notifies to the Provider that any item(s) of Administering Authority Confidential Information should be destroyed, the Provider shall destroy such items in accordance with Good Industry Practice; and 27.3.2 subject to Clause 27.3.1 (Consequences of Expiry or Termination), within ten (10) Working Days of the date of termination or expiry of this DPS Agreement the Provider shall return to the Administering Authority any and all of the Administering Authority's Confidential Information in the Provider's possession, power or control, either in its then current format or in a format specified by the Administering Authority, and any other information and all copies thereof owned by the Administering Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this DPS Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Administering Authority). 27.4 Termination or expiry of this DPS Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this DPS Agreement prior to termination or expiration and nothing in expiry. 27.5 Termination or expiry of this DPS Agreement shall be without prejudice to the Contract shall prejudice the right survival of any provision of this DPS Agreement which either Party expressly or by implication is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiryexpiry of this DPS Agreement, including the provisions of: 27.5.1 Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 8 (DPS Agreement Performance), 9 (Performance under this DPS Agreement), 10.2 (DPS Agreement Management and DPS Charges), 11 (Records and Audit Access), 15(Information Security Management), 17 (Confidentiality), 18 (Transparency), 19 (Freedom of Information), 20 (Data Protection), 22 (Liability), 23 (Insurance), 27 (Consequences of Expiry or Termination), 28 (Compliance), 30 (Waiver and Cumulative Remedies), 32 (Prevention of Fraud and Bribery), 34 (Severance), 36 (Entire Agreement), 37 (Third Party Rights), 38 (Notices), 39 (Complaints Handling), 40 (Dispute Resolution) and 41 (Governing Law and Jurisdiction); and 27.5.2 Schedule 6 (bPurchasing System Management), Schedule 7 (Marketing), Schedule 8 (Insurance Requirements), Schedule 9 (Dispute Resolution Procedure) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 Schedule 10 (Payment DPS Charges) and VATSchedule 11 (DPS Application),.

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 9.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 9.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 . Where the Authority terminates the Contract under Clause 10.3 9.3 (Break), (subject to Clause 9)8), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 9.3 (Break). 10.4.3 . The Authority shall not be liable under Clause 10.4.2 9.4.2 to pay any sum which:- (a) which:- was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Save as otherwise expressly provided in the Contract:- (a) Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 4.2 (Payment and VAT),, 4.3 (Recovery of Sums Due), 5.1 (Prevention of Corruption), 6.1 (Data Protection Act), 6.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 6.3 (Confidential Information), 8.1 (Liability, Indemnity and Insurance), 8.2 (Professional Indemnity), 9.4 (Consequences of Termination), and 10.1 (Governing Law).

Consequences of Expiry or Termination. 10.4.1 Where the Authority CLIENT terminates the Contract under Clause 10.2 55 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority CLIENT may recover from the Supplier SERVICE PROVIDER the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority CLIENT throughout the remainder of the Contract Period. The Authority CLIENT shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a Statement of Work is terminated under Clause 10.2 55 (Termination on Default), no further payments shall be payable by the Authority CLIENT to the Supplier SERVICE PROVIDER until the Authority CLIENT has established the final cost of making those other arrangements. 10.4.2 . Where the Authority CLIENT terminates the Contract under Clause 10.3 56 (Break), (subject to Clause 950), the Authority CLIENT shall indemnify the Supplier SERVICE PROVIDER against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier SERVICE PROVIDER by reason of the termination of the Contract, provided that the Supplier SERVICE PROVIDER takes all reasonable steps to mitigate such loss. Where the Supplier SERVICE PROVIDER holds insurance, the Supplier SERVICE PROVIDER shall reduce its unavoidable costs by any insurance sums available. The Supplier SERVICE PROVIDER shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier SERVICE PROVIDER as a result of termination under Clause 10.3 56 (Break). 10.4.3 . The Authority CLIENT shall not be liable under Clause 10.4.2 58.2 to pay any sum which:- (a) which:- was claimable under insurance held by the SupplierSERVICE PROVIDER, and the Supplier SERVICE PROVIDER has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier SERVICE PROVIDER under the Contract, exceeds the total sum that would have been payable to the Supplier SERVICE PROVIDER if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Save as otherwise expressly provided in the Contract:- (a) Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority CLIENT or the Supplier SERVICE PROVIDER under Clauses 5.2 22 (Payment and VAT),, 23 (Recovery of Sums Due), 25 (Prevention of Corruption), 32 (Data Protection Act), 32.3 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 34 (Confidential Information), 35 (Freedom of Information), 38 (Intellectual Property Rights), 39 (Audit and the National Audit Office), 46 (Remedies Cumulative), 50.1 (Liability, Indemnity and Insurance), 51 (Professional Indemnity), 58 (Consequences of Termination), 60 (Recovery upon Termination) and 62 (Governing Law).

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract Consequences of termination under Clause 10.2 Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to Framework Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 45.1; and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Call Off Contract Period. The Authority Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no No further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Authority Customer terminates the (in whole or in part) this Call Off Contract under Clause 10.3 41.7 (BreakTermination without Cause), (subject ; or the Supplier terminates this Call Off Contract pursuant to Clause 942.1 (Termination on Customer Cause for Failure to Pay), the Authority Customer shall indemnify the Supplier against any commitments, liabilities or expenditure reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums availableLosses. The Supplier shall submit a fully itemised and costed list of such lossLosses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 41.7 (BreakTermination without Cause). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 45.2.1 to pay any sum which:- (a) which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if the this Call Off Contract had not been terminated prior terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to the expiry Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Contract Period. 10.4.4 Termination for Any Reason Save as otherwise expressly provided in the Contract:- (a) this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under Clauses 5.2 21 (Records, Audit Access & Open Book Data), 33 (Intellectual Property Rights), 34.3 (Confidentiality), 34.4 (Transparency and Freedom of Information) 34.5 (Protection of Personal Data), 36 (Liability), 45 (Consequences of Expiry or Termination), 51 (Severance), 53 (Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and 57 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and VATInvoicing),, Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the Call Off Expiry Date. Exit management The Parties shall comply with the exit management provisions set out in Call Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 10.4.1 Where 27.1 Notwithstanding the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply service of Servicesa notice to suspend or terminate this DPS Agreement, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred Provider shall continue to fulfil its obligations under this DPS Agreement as required by the Administering Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost date of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break)suspension, (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities expiry or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate this DPS Agreement (as applicable) or such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list other date as required under this Clause 27 (Consequences of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (BreakExpiry or Termination). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier27.2 Suspension, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of this DPS Agreement shall not cause any Contracts to terminate automatically. For the Contract avoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with their terms notwithstanding the suspension, termination or expiry of this DPS Agreement. 27.3 Following termination or expiry of this DPS Agreement the Provider shall deal with the Administering Authority Confidential Information as follows: 27.3.1 where the Administering Authority notifies to the Provider that any item(s) of Administering Authority Confidential Information should be destroyed, the Provider shall destroy such items in accordance with Good Industry Practice; and 27.3.2 subject to Clause 27.3.1 (Consequences of Expiry or Termination), within ten (10) Working Days of the date of termination or expiry of this DPS Agreement the Provider shall return to the Administering Authority any and all of the Administering Authority's Confidential Information in the Provider's possession, power or control, either in its then current format or in a format specified by the Administering Authority, and any other information and all copies thereof owned by the Administering Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this DPS Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Administering Authority). 27.4 Termination or expiry of this DPS Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this DPS Agreement prior to termination or expiration and nothing in expiry. 27.5 Termination or expiry of this DPS Agreement shall be without prejudice to the Contract shall prejudice the right survival of any provision of this DPS Agreement which either Party expressly or by implication is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiryexpiry of this DPS Agreement, including the provisions of: 27.5.1 Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 8 (DPS Agreement Performance), 8.3 and 8.4 ((Performance under this DPS Agreement); 10.2 (DPS Agreement Management and DPS Charges), 11 (Records and Audit Access), 15 (Cyber Essentials Scheme), 17 (Confidentiality), 18 (Transparency), 19 (Freedom of Information), 20 (Protection of Personal Data), 22 (Liability), 23 (Insurance), 27 (Consequences of Expiry or Termination), 28 (Compliance), 30 (Waiver and Cumulative Remedies), 0 (Prevention of Fraud and Bribery), 34 (Severance), 36 (Entire Agreement), 37 (Third Party Rights), 38 (Notices), 39 (Complaints Handling), 40 (Dispute Resolution) and 41 (Governing Law and Jurisdiction); and 27.5.2 Schedule 6 (bPurchasing System Management), Schedule 7 (Marketing), Schedule 8 (Insurance Requirements), Schedule 9 (Dispute Resolution Procedure) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 Schedule 10 (Payment DPS Charges) and VATSchedule 11 (DPS Application),.

Consequences of Expiry or Termination. 10.4.1 Where Notwithstanding the service of a notice to terminate this Panel Agreement, the Supplier shall continue to fulfil its obligations under this Panel Agreement until the date of expiry or termination of this Panel Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. If the Authority terminates the Contract this Panel Agreement under Clause 10.2 33.2 (Termination on Material Default) and then makes other arrangements for the supply of Servicesthe Panel Services to Panel Customers, the Supplier shall indemnify the Authority may recover from the Supplier in full upon demand for the cost reasonably incurred of making those other arrangements procuring, implementing, transitioning to and operating any additional expenditure incurred by alternative or replacement services to the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), Panel Services and no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify and recovered from the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurancethis Panel Agreement, the Supplier shall reduce return to the Authority any and all of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its unavoidable costs by any insurance sums available. The Supplier shall submit then current format or in a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred format nominated by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay Authority, and any sum which:- (a) was claimable under insurance held other information and all copies thereof owned by the SupplierAuthority, and the Supplier has failed to make a claim on its insurance, save that it may keep one copy of any such data or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due information to the Supplier extent reasonably necessary to comply with its obligations under this Panel Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination Authority and is reasonably necessary for such compliance). Termination or expiry of the Contract this Panel Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this Panel Agreement prior to termination or expiration and nothing in expiry. Termination or expiry of this Panel Agreement shall be without prejudice to the Contract shall prejudice the right survival of either Party any provision of this Panel Agreement which expressly (or by implication) is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiryexpiry of this Panel Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and and Panel Agreement Schedules 2 (bPanel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 and 21 (Payment and VATTender),.

Consequences of Expiry or Termination. 10.4.1 39.1. Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or parts of the service is terminated under Clause 10.2 (Termination on Default)clause 38, no further payments shall be payable by the Authority to the Supplier Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2. Subject to clause 34, where the Authority terminates the Contract or parts of the service under Clause 10.3 (Break), (subject to Clause 9)clause 38, the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break)clause 38. 10.4.3 39.3. The Authority shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1. was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 39.3.2. when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract or parts of the service had not been terminated prior to the expiry of the Contract Period; or 39.3.3. is a claim by the Contractor for loss of profit, due to early termination of the Contract. 10.4.4 39.4. In the event of any termination or expiry of the Contract: 39.4.1. the Authority shall be entitled to obtain a refund of the Contract Price paid by the Authority in respect of any part of the Contract or service which has not been performed by the Contractor; 39.4.2. the Contract Price shall be reduced on a pro rata basis where any part of the Contract is terminated, and the remaining parts of the Contract shall continue to be performed for the remainder of the Contract Period; 39.4.3. the Contractor shall return to the Authority all Property and all other items belonging to the Authority in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4. subject to the payment of the appropriate portion of the Contract Price the Contractor shall provide the Authority with a copy of all deliverables undertaken to date (whether completed or not) in its state at that time and, at the Authority’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5. the Contractor shall at the Authority’s request novate any agreements between the Contractor and any third parties that are relevant to the receipt of the Goods or Services by the Authority. 39.5. Upon expiry or termination of all or any part of the Contract, the Contractor shall provide all reasonable assistance and information to the Authority (and to any Replacement Contractor appointed by the Authority) if requested, to the extent necessary to effect an orderly assumption of the Goods or Services by the Authority or the Replacement Contractor. 39.6. Save as otherwise expressly provided in the Contract:-Contract: (a) 39.6.1. termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) 39.6.2. termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier Contractor under Clauses 5.2 clauses 9 (Prevention of Fraud and Prevention of Corruption), 11 (Payment and VAT),, 12 (Recovery of Sums Due), 16 (Rights of Third Parties), 17 and 18 (Authority Data and Protection of Personal Data), 19 (Freedom of Information), 20 (Confidentiality), 21 (Official Secrets Acts 1911-1989), 23 (Intellectual Property Rights), 25 (Audit), 30 (Remedies Cumulative), 34 (Liability, Indemnity and Insurance), 35 (Warranties and Representations), 39 (Consequences of Expiry or Termination), 41 (Recovery upon Termination), 43 (Governing Law), 44 (Dispute Resolution) and clause A12 of the Special Conditions (Professional Indemnity).

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause Xxxxxx 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),

Consequences of Expiry or Termination. 10.4.1 Where the Authority Customer terminates the Contract under Clause 10.2 49 (Termination on DefaultTermination) and then makes other arrangements for the supply provision of ServicesGoods, Services and/or Works, the Authority Customer may recover from the Supplier Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 49 (Termination on DefaultTermination), no further payments shall be payable by the Authority Customer to the Supplier Provider until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 . Where the Authority Customer terminates the Contract under Clause 10.3 50 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Provider by reason of the termination of the Contract, provided that the Supplier Provider takes all reasonable steps to mitigate such loss. Where the Supplier Provider holds insurance, the Supplier Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Provider shall submit a fully itemised and costed list of such ofsuch loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Provider as a result of termination under Clause 10.3 50 (Break). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 52.2 to pay any sum which:- (a) which:- was claimable under insurance held by the SupplierProvider, and the Supplier Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),

Consequences of Expiry or Termination. 10.4.1 39.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clause 37, no further payments shall be payable by the Authority to the Supplier Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2 Subject to clause 34, where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9)clause 38, the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break)clause 38. 10.4.3 39.3 The Authority shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1 was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) when 39.3.2 When added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period.; or 10.4.4 Save as otherwise expressly provided in 39.3.3 Is a claim by the Contract:- (a) Contractor for loss of profit, due to early termination of the Contract? In the event of any termination or expiry of the Contract Contract: 39.4.1 The Authority shall be without prejudice entitled to any rights, remedies or obligations accrued under obtain a refund of the Contract prior to termination or expiration and nothing Price paid by the Authority in respect of any part of the Contract which has not been performed by the Contractor; 39.4.2 The Contract Price shall prejudice be reduced on a pro rata basis where any part of the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination Contract is terminated, and the remaining parts of the Contract shall not affect continue to be performed for the continuing rights, remedies or obligations remainder of the Contract Period; 39.4.3 The Contractor shall return to the Authority all Property and all other items belonging to the Authority in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4 subject to the Supplier under Clauses 5.2 payment of the appropriate portion of the Contract Price the Contractor shall provide the Authority with a copy of all deliverables undertaken to date (Payment whether completed or not) in its state at that time and, at the Authority’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5 The Contractor shall at the Authority’s request novate any agreements between the Contractor and VAT),any third parties that are relevant to the receipt of the Goods or Services by the Authority.

Consequences of Expiry or Termination. 10.4.1 24.1 Where the Authority Customer terminates the Contract under Clause 10.2 clause 23.3 (Termination on Default) and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 clause 23.3 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where 24.2 Subject to clause 22, where the Authority Customer terminates the Contract under Clause 10.3 clause 23.4 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 clause 23.4 (Break). 10.4.3 24.3 The Authority Customer shall not be liable under Clause 10.4.2 clause 24.2 to pay any sum which:-which: (a) 24.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) 24.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 24.4 On the termination of the Contract for any reason, the Supplier shall subject to the retention of proper professional records and insofar as is practicable for electronic information: 24.4.1 promptly return to the Customer all Confidential Information, Personal Data and Customer’s Pre-Existing IPRs and the Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services. The Customer will allow the retention of Confidential Information if proven by the Supplier for their audit and insurance purposes which shall be limited to their requirements from audit and insurance purposes; 24.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier; 24.4.3 except where the retention of Customer Data is required by Law, on the earlier of the receipt of the Customer's written instructions or 12 months after the date of expiry or termination, destroy all copies of the Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed. 24.4.4 immediately deliver to the Customer all Property (including materials, documents, information and access keys) provided to the Supplier under clause 5.2. Such property shall be handed back to the Customer in good working order (allowance shall be made for reasonable wear and tear); 24.4.5 assist and co-operate with the Customer to ensure an orderly transition of the provision of the Services to the Replacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require; and 24.4.6 promptly provide all information concerning the provision of the Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Customer or the Replacement Supplier to conduct due diligence. 24.5 If the Supplier fails to comply with clause 24.4.1 and 24.4.6, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-contractors where any such items may be held. 24.6 Where the end of the Contract Period arises due to the Supplier’s Default, the Supplier shall provide all assistance under clause 24.4.5 and 24.4.6 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. 24.7 At the end of the Contract Period (howsoever arising) the licence granted pursuant to clause 12.2.1 shall automatically terminate without the need to serve notice. 24.8 Save as otherwise expressly provided in the Contract:-Contract: (a) 24.8.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) 24.8.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under Clauses 5.2 clauses 13.2 (Payment and VAT),, 13.3 (Recovery of Sums Due), 19 (Intellectual Property Rights), 20.5 (Protection of Personal Data), 20.6 (Confidentiality), 20.7 (Official Secrets Acts 1911 to 1989), 20.8 (Freedom of Information), 22 (Liabilities), 24 (Consequences of Expiry or Termination), 28 (Prevention of Corruption), 29 (Records and Audit Access), 35 (Cumulative Remedies), 41 (Conflicts of Interest) and 45 (Governing Law and Jurisdiction).

Consequences of Expiry or Termination. 10.4.1 Where Notwithstanding the service of a notice to terminate this Dynamic Purchasing System Agreement, the Supplier shall continue to fulfil its obligations under this Dynamic Purchasing System Agreement until the date of expiry or termination of this Dynamic Purchasing System Agreement or such other date as required under this Clause 29. Termination or expiry of this Dynamic Purchasing System Agreement shall not cause any Call Off Agreements to terminate automatically. For the avoidance of doubt, all Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement and the Supplier shall continue to pay any Management Levy due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Dynamic Purchasing System Agreement. If the Authority terminates the Contract this Dynamic Purchasing System Agreement under Clause 10.2 27.2 (Termination on Material Default) and then makes other arrangements for the supply of Servicesthe Services to Contracting Bodies, the Supplier shall indemnify the Authority may recover from the Supplier in full upon demand for the cost reasonably incurred of making those other arrangements procuring, implementing and operating any additional expenditure incurred by alternative or Replacement Services to the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)Services, no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify and recovered from the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason full amount of such cost. Within thirty (30) Working Days of the date of termination or expiry of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurancethis Dynamic Purchasing System Agreement, the Supplier shall reduce return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its unavoidable costs by any insurance sums available. The Supplier shall submit then current format or in a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred format nominated by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay Authority, and any sum which:- (a) was claimable under insurance held other information and all copies thereof owned by the SupplierAuthority, and the Supplier has failed to make a claim on its insurance, save that it may keep one copy of any such data or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due information to the Supplier extent reasonably necessary to comply with its obligations under this Dynamic Purchasing System Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination Authority and is reasonably necessary for such compliance). Termination or expiry of the Contract this Dynamic Purchasing System Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this Dynamic Purchasing System Agreement prior to termination or expiration and nothing in expiry. Termination or expiry of this Dynamic Purchasing System Agreement shall be without prejudice to the Contract shall prejudice the right survival of either Party any provision of this Dynamic Purchasing System Agreement which expressly (or by implication) is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiryexpiry of this Dynamic Purchasing System Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 11 (Dynamic Purchasing System Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Levy), 20 (Intellectual Property Rights), 21.1 (Provision of Management Information), 21.3 (Confidentiality), 21.4 (Transparency), 21.5 (Freedom of Information), 21.6 (Protection of Personal Data), 24 (Liability), 25 (Insurance), 29 (Consequences of Expiry or Termination), 30 (Compliance), 32 (Waiver and Cumulative Remedies), 34 (Prevention of Fraud and Bribery), 35 (Severance), 36 (Entire Agreement), 37 (Third Party Rights), 38 (Notices), 39 (Complaints Handling and Resolution), 40 (Dispute Resolution) and 42 (Governing Law and Jurisdiction); and and DPS Schedules 2 (b) termination of the Contract shall not affect the continuing rightsServices and Key Performance Indicators), remedies or obligations of the Authority or the Supplier under Clauses 5.2 6 (Payment Key Sub-Contractors), 7 (DPS Management), 8 (Management Information), 9 (Annual Self Audit Certificate), 10 (Template Guarantee), and VAT11 (Insurance Requirements),.

Consequences of Expiry or Termination. 10.4.1 Where the Authority Customer terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Customer may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a statement of work is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Service Provider until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 . Where the Authority Customer terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Service Provider by reason of the termination of the Contract, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Service Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 (Break). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 9.5.2 to pay any sum which:- (a) which:- was claimable under insurance held by the SupplierService Provider, and the Supplier Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier Service Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Save as otherwise expressly provided in the Contract:- (a) Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Service Provider under Clauses 5.2 (Payment and VAT),, (Recovery of Sums Due), (Prevention of Corruption), (Protection of Personal Data), (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), (Confidentiality), (Freedom of Information), (Intellectual Property Rights), 6.13 (Audit and the National Audit Office), (Remedies Cumulative), (Liability, Indemnity and Insurance), (Professional Indemnity), (Consequences of Termination), (Recovery upon Termination) and 10.1 (Governing Law).

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 . Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 . The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) which:- was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Save as otherwise expressly provided in the Contract:- (a) Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),, 5.3 (Recovery of Sums Due), 6.1 (Prevention of Corruption), 7.1 (Data Protection Act), 7.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 7.3 (Confidential Information), 9.1 (Liability, Indemnity and Insurance), 9.2 (Professional Indemnity), 10.4 (Consequences of Termination), and 11.1 (Governing Law).

Consequences of Expiry or Termination. 10.4.1 9.6.1 Where the Authority Customer terminates the Contract under Clause 10.2 9.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Customer may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a Statement of Work is terminated under Clause 10.2 9.2 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Service Provider until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 9.6.2 Where the Authority Customer terminates the Contract under Clause 10.3 9.3 (Break), (subject to Clause 9)8), the Authority Customer shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Service Provider by reason of the termination of the Contract, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Service Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 9.3 (Break). 10.4.3 9.6.3 The Authority Customer shall not be liable under Clause 10.4.2 9.6.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierService Provider, and the Supplier Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Service Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 9.6.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Service Provider under Clauses 5.2 4.2 (Payment and VAT), 4.3 (Recovery of Sums Due), 5 (Prevention of Corruption), 6 (Data Protection Act), 6.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 6.3 (Confidential Information), 6.4 (Freedom of Information), 6.7 (Intellectual Property Rights), 6.8 (Audit and the National Audit Office),

Consequences of Expiry or Termination. 10.4.1 D5.1 Where the Authority Council terminates the Contract under Clause 10.2 Clauses D2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Council may recover from the Supplier Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Council throughout the remainder of the Contract Period. The Authority Council shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 D2 (Termination on Default), no further payments shall be payable by the Authority Council to the Supplier Provider until the Authority Council has established the final cost of making those other arrangements. 10.4.2 Where D5.2 Subject to Clause E1 where the Authority Council terminates the Contract under Clause 10.3 Clauses D3 (the Public Contracts Regulations 2015) or D4 (Break), (subject to Clause 9), the Authority Council shall indemnify the Supplier Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Provider by reason of the termination of the Contract, provided that the Supplier Provider takes all reasonable steps to mitigate such loss. Where the Supplier Provider holds insurance, the Supplier Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Provider as a result of termination under Clause 10.3 D4 (Break). 10.4.3 D5.3 The Authority Council shall not be liable under Clause 10.4.2 D5.2 to pay any sum which:-which: (a) was claimable under insurance held by the SupplierProvider, and the Supplier Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 D5.4 Save as otherwise expressly provided in the Contract:-Contract: (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Council or the Supplier Provider under Clauses 5.2 C2 (Payment and VAT),, D7 (Recovery upon Termination), H8 (Prevention of Bribery), F2 (Confidential Information), F4 (Freedom of Information), F7 (Records and Audit Access), H2.6 (Cumulative Remedies), E1 (Liability, Indemnity and Insurance), D5 (Consequences of Expiry or Termination), and H13 (Law and Jurisdiction).

Consequences of Expiry or Termination. 10.4.1 Where 35.1 Notwithstanding the service of a notice to terminate this Dynamic Purchasing System Agreement, the Supplier shall continue to fulfil its obligations under this Dynamic Purchasing System Agreement until the date of expiry or termination of this Dynamic Purchasing System Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Dynamic Purchasing System Agreement shall not cause any Contracts to terminate automatically. For the avoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Contract and the Supplier shall continue to pay any Management Levy due to the Authority in relation to such Contracts, notwithstanding the termination or expiry of this Dynamic Purchasing System Agreement. 35.3 If the Authority terminates the Contract this Dynamic Purchasing System Agreement under Clause 10.2 33.2 (Termination on Material Default) and then makes other arrangements for the supply of Servicesthe Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority may recover from the Supplier in full upon demand for the cost reasonably incurred of making those other arrangements procuring, implementing and operating any additional expenditure incurred by alternative or replacement goods and/or services to the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), Goods and/or Services and no further payments shall be payable by the Authority to the Supplier until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 35.4 Within ten (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason 10) Working Days of the date of termination or expiry of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurancethis Dynamic Purchasing System Agreement, the Supplier shall reduce return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its unavoidable costs by any insurance sums available. The Supplier shall submit then current format or in a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred format nominated by the Supplier Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Dynamic Purchasing System Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as a result of termination under Clause 10.3 (BreakApproved by the Authority and is reasonably necessary for such compliance). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination 35.5 Termination or expiry of the Contract this Dynamic Purchasing System Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this Dynamic Purchasing System Agreement prior to termination or expiration and nothing in expiry. 35.6 Termination or expiry of this Dynamic Purchasing System Agreement shall be without prejudice to the Contract shall prejudice the right survival of either Party any provision of this Dynamic Purchasing System Agreement which expressly (or by implication) is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiryexpiry of this Dynamic Purchasing System Agreement, including the provisions of: 35.6.1 Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Dynamic Purchasing System Agreement Performance), 18 (Records, Audit Access and Open Book Data), Error! Reference source not found. (Management Levy), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.3 (Transparency and Freedom of Information), 27.4 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and 35.6.2 DPS Schedules 2 (bGoods and/or Services and Key Performance Indicators), 7 (Key Sub-Contractors), 8 (DPS Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement), 13 (Guarantee), 14 (Insurance Requirements) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 and 16 (Payment and VATFinancial Distress),.

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract Consequences of termination under Clause 10.2 Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to Framework Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 45.1; and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Call Off Contract Period. The Authority Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no No further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Authority Customer terminates the (in whole or in part) this Call Off Contract under Clause 10.3 41.7 (BreakTermination without Cause), (subject ; or the Supplier terminates this Call Off Contract pursuant to Clause 942.1 (Termination on Customer Cause for Failure to Pay), the Authority Customer shall indemnify the Supplier against any commitments, liabilities or expenditure reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums availableLosses. The Supplier shall submit a fully itemised and costed list of such lossLosses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 41.7 (BreakTermination without Cause). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 45.2.1 to pay any sum which:- (a) which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if the this Call Off Contract had not been terminated prior terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to the expiry Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Contract Period. 10.4.4 Termination for Any Reason Save as otherwise expressly provided in the Contract:- (a) this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under Clauses 5.2 21. (Records, Audit Access & Open Book Data), 33. (Intellectual Property Rights), 34.3 (Confidentiality), 34.4 (Transparency and Freedom of Information) 34.5 (Protection of Personal Data), 36. (Liability), 45. (Consequences of Expiry or Termination), 51. (Severance), 53. (Entire Agreement), 54. (Third Party Rights) 56. (Dispute Resolution) and 57. (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and VATInvoicing),, Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the Call Off Expiry Date. Exit management The Parties shall comply with the exit management provisions set out in Call Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 10.4.1 19.1 Where the Authority Contracting Body terminates the this Contract under Clause 10.2 any of the following Clauses 18.4 (Termination on Default), 18.6 (Termination on Financial Standing), 18.7 (Termination on Audit), 18.8 (Termination on Bribery and Corruption), 18.9 (Termination in relation to Fraud) 18.11 (Termination on Critical Service Failure), 18.12 (Termination on Failure to Comply with the Implementation Plan and/or Achieve Milestone Dates) and 18.13 (Partial Termination (providing a partial termination arises from Supplier Default)) and then makes other arrangements for the supply of the Services, the Authority Contracting Body may recover from the Supplier the cost reasonably incurred of in making those other arrangements and any additional expenditure incurred by the Authority Contracting Body throughout the remainder of the Contract Period. The Authority Contracting Body shall take all reasonable steps to mitigate such additional expenditure. Where the this Contract is terminated under Clause 10.2 (Termination on Default), the above Clauses no further payments shall be payable by the Authority Contracting Body to the Supplier until the Authority Contracting Body has established the final cost of making those other arrangements. 10.4.2 19.2 Where the Authority Contracting Body terminates the Contract under Clause 10.3 (Break), (18.5 early termination charges listed in the Service Catalogue or outlined in the Order Form will be applied subject to Clause 9), to: 19.2.1 Termination charges will only apply during the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of Initial Term. 19.3 On the termination of this Contract for any reason, the ContractSupplier shall: 19.3.1 immediately return to the Contracting Body all Confidential Information, provided the Contracting Body Personal Data and Contracting Body Pre-Existing IPRs in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Services; 19.3.2 use reasonable endeavours to procure that the benefit of manufacturer’s warranty in respect of the Services is assigned, or otherwise transferred to the Contracting Body; 19.3.3 immediately cease to use the Contracting Body Data and, at the direction of the Contracting Body provide the Contracting Body and/or the Replacement Supplier takes with a complete and uncorrupted version of the Contracting Body Data in electronic form in the formats and on media agreed with the Contracting Body and/or the Replacement Supplier; 19.3.4 immediately cease to use the Contracting Body Marks and cease offering any products or services by reference to, the Contracting Body Marks or any similar mark; 19.3.5 except where the retention of Contracting Body Data is required by Law, on the earlier of the receipt of the Contracting Body's written instructions or twelve (12) Months after the date of expiry or termination, destroy all copies of the Contracting Body Data and promptly provide written confirmation to the Contracting Body that the data has been destroyed. 19.3.6 immediately deliver to the Contracting Body all Property (including materials, documents, information and access keys) provided to the Supplier under Clause 9.3 (Property). Such Property shall be handed back to the Contracting Body in good working order (allowance shall be made for reasonable wear and tear); 19.3.7 assist and co-operate with the Contracting Body to ensure an orderly transition of the provision of the Services to the Replacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Contracting Body may require; 19.3.8 return to the Contracting Body any sums prepaid in respect of the Services not provided by the date of expiry or termination (howsoever arising); and 19.3.9 promptly provide all information concerning the provision of the Services which may reasonably be requested by the Contracting Body for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Contracting Body or the Replacement Supplier to conduct due diligence. 19.4 If the Supplier fails to comply with Clauses 19.3.1 to 19.3.6, the Contracting Body may recover possession of the items to which they relate and the Supplier hereby grants a licence to the Contracting Body to enter (for the purposes of such recovery) any premises of the Supplier and/or shall use its best endeavours to procure that the Contracting Body shall be granted a licence to enter (for the purposes of such recovery) any premises of the Supplier’s permitted agents or Sub-Contractors where any such items may be held. 19.5 Where the Contract is terminated due to the Supplier's Default, the Supplier shall provide all assistance under Clause 19.3.7 and 19.3.9 free of charge. Otherwise, the Contracting Body shall pay the Supplier's reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break)costs. 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by 19.6 At the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry end of the Contract PeriodPeriod (howsoever arising) the licence granted pursuant to Clause 9.2.1 (Licence to Occupy Premises) shall automatically terminate without the need to serve notice. 10.4.4 19.7 Save as otherwise expressly provided in the Contract:-this Contract: (a) 19.7.1 termination or expiry of the this Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Contract prior to termination or expiration and nothing in the this Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) 19.7.2 termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Authority Contracting Body or the Supplier under Clauses 5.2 Clause 3.9 (Exit Planning), Clause 4 (Assistance on Expiry or Termination), Clause 10.2 (Payment and VAT),, Clause 10.3 (Recovery of Sums Due), Framework Clause FW-39 (Intellectual Property Rights and Indemnity), Clause 15.3 (Protection of Personal Data), Framework Clause FW-41 (Confidentiality), Clause 15.4 (Official Secrets Acts 1911 to 1989), Framework Clause FW-40 (Freedom of Information and Transparency), Clause 17 (Liabilities), Clause 19 (Consequences of Expiry or Termination), Framework Clause FW-36 (Prevention of Bribery and Corruption), Framework Schedule 7 (Records and Audit Access), Framework Clause FW-37 (Safeguarding Against Fraud), Clause 25 (Cumulative Remedies), Framework Clause FW-10 (Conflicts of Interest), Clause 32 (The Contracts (Rights of Third Parties Act 1999) and 35.1 (Governing Law and Jurisdiction), Clause 36 (Intellectual Property Rights and Indemnity) and the relevant parts of the Order Form and Schedule relating to such provisions. 19.7.3 and for the avoidance of doubt, the Parties agree that where this Contract is terminated due to a Default, the Contracting Body shall not be liable to pay to or reimburse the Supplier any costs whatsoever which may arise as a result of such termination due to a Default nor shall the Contracting Body incur any liability whatsoever where termination is brought about due to a Default.

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT), 5.3 (Recovery of Sums Due), 6.1 (Prevention of Corruption), 7.1 (Data Protection Act), 7.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989),

Consequences of Expiry or Termination. 10.4.1 Where 35.1 Notwithstanding the service of a notice to terminate this Dynamic Marketplace Agreement, the Supplier shall continue to fulfil its obligations under this Dynamic Marketplace Agreement until the date of expiry or termination of this Dynamic Marketplace Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Dynamic Marketplace Agreement shall not cause any Contracts to terminate automatically. For the avoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Contract and the Supplier shall continue to pay any Management Levy due to the Authority in relation to such Contracts, notwithstanding the termination or expiry of this Dynamic Marketplace Agreement. 35.3 If the Authority terminates the Contract this Dynamic Marketplace Agreement under Clause 10.2 33.2 (Termination on Material Default) and then makes other arrangements for the supply of Servicesthe Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority may recover from the Supplier in full upon demand for the cost reasonably incurred of making those other arrangements procuring, implementing and operating any additional expenditure incurred by alternative or replacement goods and/or services to the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), Goods and/or Services and no further payments shall be payable by the Authority to the Supplier until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 35.4 Within ten (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason 10) Working Days of the date of termination or expiry of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurancethis Dynamic Marketplace Agreement, the Supplier shall reduce return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its unavoidable costs by any insurance sums available. The Supplier shall submit then current format or in a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred format nominated by the Supplier Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Dynamic Marketplace Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as a result of termination under Clause 10.3 (BreakApproved by the Authority and is reasonably necessary for such compliance). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination 35.5 Termination or expiry of the Contract this Dynamic Marketplace Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this Dynamic Marketplace Agreement prior to termination or expiration and nothing in expiry. 35.6 Termination or expiry of this Dynamic Marketplace Agreement shall be without prejudice to the Contract shall prejudice the right survival of either Party any provision of this Dynamic Marketplace Agreement which expressly (or by implication) is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiry; and expiry of this Dynamic Marketplace Agreement, including the provisions of: Clauses 1 (b) termination Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Dynamic Marketplace Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Levy), 22 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of the Contract shall not affect the continuing rightsManagement Information), remedies or obligations 27.2 (Confidentiality), 27.3 (Transparency), 27.3 (Transparency and Freedom of the Authority or the Supplier under Clauses 5.2 (Payment and VATInformation),

Consequences of Expiry or Termination. 10.4.1 Where Subject to Clause 10.2, where the Authority Client terminates the Contract under pursuant to Clause 10.2 9 (Termination on DefaultTermination) and then makes other arrangements for the supply of the Contract Services, : the Authority Client may recover from the Supplier Solicitor the cost reasonably incurred of in making those other arrangements and any additional expenditure incurred by the Authority throughout Client in securing the remainder Contract Services in accordance with the requirements of the Contract Period. The Authority Contract; the Client shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), ; and no further payments shall be payable by the Authority Client to the Supplier Solicitor until the Authority Client has established the final cost of making those other arrangements. 10.4.2 Where , whereupon the Authority Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 10.1 shall not apply where the Client terminates the Contract under Clause 10.3 (Break), (subject solely pursuant to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities 9.3 or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of Clause 9.4; On the termination of the ContractContract for any reason, provided the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in its possession or in the possession or under the control of any permitted Solicitors or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the Supplier takes data has been destroyed. immediately deliver to the Client in good working order (but subject to allowance for reasonable wear and tear) all reasonable steps the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred Solicitor by the Supplier as a result Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of termination under Clause 10.3 (Break). 10.4.3 The Authority shall the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held provided by the Supplierdate of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Solicitor to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, and the Supplier has failed to make a claim on its insuranceif any Contract Services are not supplied in accordance with, or has failed the Solicitor fails to make a claim comply with any of the terms of the Contract then the Client may (whether or not any part of the Contract Services have been delivered) do any one or more of the following: at the Client’s option, give the Solicitor the opportunity (at the Solicitor's expense) to remedy any failure in the performance of the Services together with any damage resulting from such defect or failure (and where such defect or failure is capable of remedy) and carry out any other necessary work to ensure that the terms of the Contract are fulfilled, in accordance with the procedural requirements of the insurance policyClient's instructions; or (b) when added to any sums paid or due to the Supplier under without terminating the Contract, exceeds itself supply or procure the total sum supply of all or part of the Contract Services until such time as the Solicitor shall have demonstrated to the reasonable satisfaction of the Client that the Solicitor will once more be able to supply all or such part of the Contract Services in accordance with the Contract; without terminating the whole of the Contract, terminate the Contract in respect of part of the Contracting Services only and thereafter itself supply or procure a third party to supply such part of the Contract Services; and/or charge the Solicitor for, whereupon the Solicitor shall on demand pay, any costs reasonably incurred by the Client (including any reasonable administration costs) in respect of the supply of any part of the Contract Services by the Client or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier if the Contract had not been terminated prior to the expiry Solicitor for such part of the Contract Period. 10.4.4 Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract Services. Save as otherwise expressly provided in the Contract:- (a) Contract: termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Client or the Supplier Solicitor under Clauses 5.2 the following Clauses: Clause 3 (Payment and VATCharges),; Clause 4 (Liability and Insurance); Clause 6 (Intellectual Property Rights); Clause 7.1 (Protection of Personal Data); Clause 7.2 (Confidentiality; Clause 7.3 (Official Secrets Act); Clause 7.4 (Freedom of Information); Clause 13 (Prevention of Bribery and Corruption); Clause 15 (Prevention of Fraud); Clause 23 (Contracts (Rights of Third Parties) Act); Clause 25.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.

Consequences of Expiry or Termination. 10.4.1 9.4.1 Where the Authority terminates the Contract under Clause 10.2 9.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 9.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 9.4.2 Where the Authority terminates the Contract under Clause 10.3 9.3 (Break), (subject to Clause 9)8), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 9.3 (Break). 10.4.3 9.4.3 The Authority shall not be liable under Clause 10.4.2 9.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 9.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 4.2 (Payment and VAT), 4.3 (Recovery of Sums Due), 5.1 (Prevention of Corruption), 6.1 (Data Protection Act), 6.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989),

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier Contractor until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Contractor shall reduce its unavoidable costs by any insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier Contractor under Clauses 5.2 (Payment and VAT), 5.3 (Recovery of Sums Due), 6.1 (Prevention of Corruption), 7.1 (Data Protection Act), 7.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 7.3 (Confidential Information), 9.1 (Liability, Indemnity and Insurance),

Consequences of Expiry or Termination. 10.4.1 8.5.1 Subject to 8.5.2 below, notwithstanding the service of a notice to terminate the Contract, the Parties shall continue to fulfil their obligations under the Contract until the date of expiry or termination of the Contract or such other date as required under this Clause 8. 8.5.2 Where the Authority Customer terminates the Contract under Clause 10.2 8.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Customer may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 8.2 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Contractor until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where 8.5.3 Subject to Clause 7, where the Authority Customer terminates the Contract under Clause 10.3 8.3 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Contractor shall reduce its unavoidable costs by any insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 8.3 (Break). 10.4.3 8.5.4 The Authority Customer shall not be liable under Clause 10.4.2 8.5.3 to pay any sum which:-which: (a) was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 8.5.5 Save as otherwise expressly provided in the Contract:-Contract: (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Contractor under Clauses 5.2 1.9 (Conflicts of Interest), 3.2 (Payment and VAT),, 3.3 (Recovery of Sums Due), 4.1 (Prevention of Corruption), 4.3 (The Contracts (Rights of Third Parties) Act 1999), 5.2 (Data Protection Act), 5.3 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 5.4 (Confidential Information), 5.5 (Freedom of Information), 5.8 (Intellectual Property Rights), 5.9 (Records and Audit Access), 6.6 (Cumulative Remedies), 7.1 (Liability, Indemnity and Insurance), 7.2 (Professional Indemnity), 8.6 (Consequences of Expiry or Termination), 8.8 (Recovery upon Termination) and 9.1 (Governing Law and Jurisdiction).

Consequences of Expiry or Termination. 10.4.1 Where the Authority Customer terminates the Contract under Clause 10.2 24 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Customer may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a Statement of Work is terminated under Clause 10.2 24 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Service Provider until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 . Where the Authority Customer terminates the Contract under Clause 10.3 24.1.6 (Break), (subject to Clause 921.1.1(c)), the Authority Customer shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Service Provider by reason of the termination of the Contract, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Service Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 24.1.6 (Break). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 26.1.2 to pay any sum which:- (a) which:- was claimable under insurance held by the SupplierService Provider, and the Supplier Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier Service Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Save as otherwise expressly provided in the Contract:- (a) Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Service Provider under Clauses 5.2 14.1.3 (Payment and VAT),, 14.1.10 (Recovery of Sums Due), 14.1.19 (Prevention of Corruption), 16.1.16 (Data Protection Act), 16.1.20 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 16.1.23 (Confidential Information), 16.1.34 (Freedom of Information), 17 (Intellectual Property Rights), 17.1.15 (Audit and the National Audit Office), 18.1.5(c) (Remedies Cumulative), 21.1.1(d) (Liability, Indemnity and Insurance), 21.1.13 (Professional Indemnity), 26 (Consequences of Termination), 26.1.10 (Recovery upon Termination) and 26.1.18 (Governing Law).

Consequences of Expiry or Termination. 10.4.1 11.4.1 Where the Authority terminates the Contract under Clause 10.2 11.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 11.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 11.4.2 Where the Authority terminates the Contract under Clause 10.3 11.3 (Break), (subject to Clause 910), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 11.3 (Break). 10.4.3 11.4.3 The Authority shall not be liable under Clause 10.4.2 11.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 11.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 4.2 (Payment and VAT), 4.3 (Recovery of Sums Due), 7.1 (Prevention of Corruption), 8.1 (Data Protection Act), 8.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989),

Consequences of Expiry or Termination. 10.4.1 Where 35.1 Notwithstanding the service of a notice to terminate this Dynamic Purchasing System Agreement, the Supplier shall continue to fulfil its obligations under this Dynamic Purchasing System Agreement until the date of expiry or termination of this Dynamic Purchasing System Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Dynamic Purchasing System Agreement shall not cause any Contracts to terminate automatically. For the avoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Contract and the Supplier shall continue to pay any Management Levy due to the Authority in relation to such Contracts, notwithstanding the termination or expiry of this Dynamic Purchasing System Agreement. 35.3 If the Authority terminates the Contract this Dynamic Purchasing System Agreement under Clause 10.2 33.2 (Termination on Material Default) and then makes other arrangements for the supply of Servicesthe Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority may recover from the Supplier in full upon demand for the cost reasonably incurred of making those other arrangements procuring, implementing and operating any additional expenditure incurred by alternative or replacement goods and/or services to the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), Goods and/or Services and no further payments shall be payable by the Authority to the Supplier until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 35.4 Within ten (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason 10) Working Days of the date of termination or expiry of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurancethis Dynamic Purchasing System Agreement, the Supplier shall reduce return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its unavoidable costs by any insurance sums available. The Supplier shall submit then current format or in a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred format nominated by the Supplier Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Dynamic Purchasing System Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as a result of termination under Clause 10.3 (BreakApproved by the Authority and is reasonably necessary for such compliance). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination 35.5 Termination or expiry of the Contract this Dynamic Purchasing System Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this Dynamic Purchasing System Agreement prior to termination or expiration and nothing in expiry. 35.6 Termination or expiry of this Dynamic Purchasing System Agreement shall be without prejudice to the Contract shall prejudice the right survival of either Party any provision of this Dynamic Purchasing System Agreement which expressly (or by implication) is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiryexpiry of this Dynamic Purchasing System Agreement, including the provisions of: 35.6.1 Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Dynamic Purchasing System Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Levy), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.3 (Transparency and Freedom of Information), 27.4 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and 35.6.2 DPS Schedules 2 (b) termination of the Contract shall not affect the continuing rightsGoods and/or Services and Key Performance Indicators), remedies or obligations of the Authority or the Supplier under Clauses 5.2 8 (Payment and VATDPS Management),, 9 (Management Information), 10 (Annual Self Audit Certificate), 13 (Guarantee), 14 (Insurance Requirements).

Consequences of Expiry or Termination. 10.4.1 Where Notwithstanding the service of a notice to terminate this Dynamic Marketplace Agreement, the Supplier shall continue to fulfil its obligations under this Dynamic Marketplace Agreement until the date of expiry or termination of this Dynamic Marketplace Agreement or such other date as required under this Clause 35.. Termination or expiry of this Dynamic Marketplace Agreement shall not cause any Contracts to terminate automatically. For the avoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Contract and the Supplier shall continue to pay any Management Levy due to the Authority in relation to such Contracts, notwithstanding the termination or expiry of this Dynamic Marketplace Agreement. If the Authority terminates the Contract this Dynamic Marketplace Agreement under Clause 10.2 33.2 (Termination on Material Default) and then makes other arrangements for the supply of Servicesthe Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority may recover from the Supplier in full upon demand for the cost reasonably incurred of making those other arrangements procuring, implementing and operating any additional expenditure incurred by alternative or replacement goods and/or services to the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), Goods and/or Services and no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify and recovered from the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurancethis Dynamic Marketplace Agreement, the Supplier shall reduce return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its unavoidable costs by any insurance sums available. The Supplier shall submit then current format or in a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred format nominated by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay Authority, and any sum which:- (a) was claimable under insurance held other information and all copies thereof owned by the SupplierAuthority, and the Supplier has failed to make a claim on its insurance, save that it may keep one copy of any such data or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due information to the Supplier extent reasonably necessary to comply with its obligations under this Dynamic Marketplace Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination Authority and is reasonably necessary for such compliance). Termination or expiry of the Contract this Dynamic Marketplace Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this Dynamic Marketplace Agreement prior to termination or expiration and nothing in expiry. Termination or expiry of this Dynamic Marketplace Agreement shall be without prejudice to the Contract shall prejudice the right survival of either Party any provision of this Dynamic Marketplace Agreement which expressly (or by implication) is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiryexpiry of this Dynamic Marketplace Agreement, including the provisions of: Clauses 1. (Definitions and Interpretation), 7. (Representations and Warranties), 9. (Cyber Essentials Scheme Condition), 11. (Dynamic Marketplace Agreement Performance), 18. (Records, Audit Access and Open Book Data), 20 (Management Levy), 22. (Financial Distress), 26. (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.3 (Transparency and Freedom of Information), 27.4 (Protection of Personal Data), 30. (Liability), 31. (Insurance), 35. (Consequences of Expiry or Termination), 36. (Compliance), 38. (Waiver and Cumulative Remedies), 40. (Prevention of Fraud and Xxxxxxx), 42. (Severance), 44. (Entire Agreement), 45. (Third Party Rights), 46. (Notices), 47. (Complaints Handling), 48. (Dispute Resolution) and 49. (Governing Law and Jurisdiction); and and DMP Schedules 2 (b) termination of the Contract shall not affect the continuing rightsGoods and/or Services and Key Performance Indicators), remedies or obligations of the Authority or the Supplier under Clauses 5.2 7 (Payment Sub-Contractors), 8 (DMP Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement), 13 (Guarantee), 14 and VAT(Insurance requirements),.

Consequences of Expiry or Termination. 10.4.1 Where 35.1 Notwithstanding the service of a notice to terminate this Dynamic Purchasing System Agreement, the Supplier shall continue to fulfil its obligations under this Dynamic Purchasing System Agreement until the date of expiry or termination of this Dynamic Purchasing System Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Dynamic Purchasing System Agreement shall not cause any Contracts to terminate automatically. For the avoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Contract and the Supplier shall continue to pay any Management Levy due to the Authority in relation to such Contracts, notwithstanding the termination or expiry of this Dynamic Purchasing System Agreement. 35.3 If the Authority terminates the Contract this Dynamic Purchasing System Agreement under Clause 10.2 33.2 (Termination on Material Default) and then makes other arrangements for the supply of Servicesthe Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority may recover from the Supplier in full upon demand for the cost reasonably incurred of making those other arrangements procuring, implementing and operating any additional expenditure incurred by alternative or replacement goods and/or services to the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), Goods and/or Services and no further payments shall be payable by the Authority to the Supplier until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 35.4 Within ten (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason 10) Working Days of the date of termination or expiry of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurancethis Dynamic Purchasing System Agreement, the Supplier shall reduce return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its unavoidable costs by any insurance sums available. The Supplier shall submit then current format or in a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred format nominated by the Supplier Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Dynamic Purchasing System Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as a result of termination under Clause 10.3 (BreakApproved by the Authority and is reasonably necessary for such compliance). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination 35.5 Termination or expiry of the Contract this Dynamic Purchasing System Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this Dynamic Purchasing System Agreement prior to termination or expiration and nothing in expiry. 35.6 Termination or expiry of this Dynamic Purchasing System Agreement shall be without prejudice to the Contract shall prejudice the right survival of either Party any provision of this Dynamic Purchasing System Agreement which expressly (or by implication) is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiry; andexpiry of this Dynamic Purchasing System Agreement, including the provisions of: 35.6.1 Clauses 1 (b) termination Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Dynamic Purchasing System Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Levy), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of the Contract shall not affect the continuing rightsManagement Information), remedies or obligations 27.2 (Confidentiality), 27.3 (Transparency), 27.3 (Transparency and Freedom of the Authority or the Supplier under Clauses 5.2 (Payment and VATInformation),

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 4.2 (Payment and VAT), 4.3 (Recovery of Sums Due), 6.1 (Prevention of Corruption), 7.1 (Data Protection Act), 7.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989),

Consequences of Expiry or Termination. 10.4.1 8.4.1 Subject to 8.4.2 below, notwithstanding the service of a notice to terminate the Contract, the Parties shall continue to fulfil their obligations under the Contract until the date of expiry or termination of the Contract or such other date as required under this Clause 8. 8.4.2 Where the Authority terminates the Contract under Clause 10.2 8.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 8.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier Service Provider until the Authority has established the final cost of making those other arrangements. 10.4.2 Where 8.4.3 Subject to Clause 7, where the Authority terminates the Contract under Clause 10.3 8.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Service Provider by reason of the termination of the Contract, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Service Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 8.3 (Break). 10.4.3 8.4.4 The Authority shall not be liable under Clause 10.4.2 8.4.3 to pay any sum which:-which: (a) was claimable under insurance held by the SupplierService Provider, and the Supplier Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Service Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 8.4.5 Save as otherwise expressly provided in the Contract:-Contract: (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier Service Provider under Clauses 5.2 1.9 (Conflicts of Interest), 3.2 (Payment and VAT),, 3.3 (Recovery of Sums Due), 4.1 (Prevention of Corruption), 4.3 (The Contracts (Rights of Third Parties) Act 1999), 5.2 (Data Protection Act), 5.3 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 5.4 (Confidential Information), 5.5 (Freedom of Information), 5.8 (Intellectual Property Rights), 5.9 (Records and Audit Access), 6.6 (Cumulative

Consequences of Expiry or Termination. 10.4.1 Where the Authority Customer terminates the Contract under Clause 10.2 24 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Customer may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a Statement of Work is terminated under Clause 10.2 24 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Service Provider until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 . Where the Authority Customer terminates the Contract under Clause 10.3 24.1.6 (Break), (subject to Clause 921.1.1(c)), the Authority Customer shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Service Provider by reason of the termination of the Contract, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Service Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 24.1.6 (Break). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 25.1.2 to pay any sum which:- (a) which:- was claimable under insurance held by the SupplierService Provider, and the Supplier Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier Service Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Save as otherwise expressly provided in the Contract:- (a) Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Service Provider under Clauses 5.2 14.1.3 (Payment and VAT),, 14.1.10 (Recovery of Sums Due), 14.1.19 (Prevention of Corruption), 16.1.16 (Data Protection Act), 16.1.20 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 16.1.23 (Confidential Information), 16.1.34 (Freedom of Information), 17 (Intellectual Property Rights), 17.1.15 (Audit and the National Audit Office), 18.1.5(c) (Remedies Cumulative), 21.1.1(d) (Liability, Indemnity and Insurance), 21.1.13 (Professional Indemnity), 25 (Consequences of Termination), 25.1.10 (Recovery upon Termination) and 25.1.18 (Governing Law).

Consequences of Expiry or Termination. 10.4.1 Where 35.1 Notwithstanding the service of a notice to terminate this Dynamic Purchasing System Agreement, the Supplier shall continue to fulfil its obligations under this Dynamic Purchasing System Agreement until the date of expiry or termination of this Dynamic Purchasing System Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Dynamic Purchasing System Agreement shall not cause any Contracts to terminate automatically. For the avoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Contract and the Supplier shall continue to pay any Management Levy due to the Authority in relation to such Contracts, notwithstanding the termination or expiry of this Dynamic Purchasing System Agreement. 35.3 If the Authority terminates the Contract this Dynamic Purchasing System Agreement under Clause 10.2 33.2 (Termination on Material Default) and then makes other arrangements for the supply of Servicesthe Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority may recover from the Supplier in full upon demand for the cost reasonably incurred of making those other arrangements procuring, implementing and operating any additional expenditure incurred by alternative or replacement goods and/or services to the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), Goods and/or Services and no further payments shall be payable by the Authority to the Supplier until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 35.4 Within ten (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason 10) Working Days of the date of termination or expiry of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurancethis Dynamic Purchasing System Agreement, the Supplier shall reduce return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its unavoidable costs by any insurance sums available. The Supplier shall submit then current format or in a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred format nominated by the Supplier Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Dynamic Purchasing System Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as a result of termination under Clause 10.3 (BreakApproved by the Authority and is reasonably necessary for such compliance). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination 35.5 Termination or expiry of the Contract this Dynamic Purchasing System Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this Dynamic Purchasing System Agreement prior to termination or expiration and nothing in expiry. 35.6 Termination or expiry of this Dynamic Purchasing System Agreement shall be without prejudice to the Contract shall prejudice the right survival of either Party any provision of this Dynamic Purchasing System Agreement which expressly (or by implication) is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiryexpiry of this Dynamic Purchasing System Agreement, including the provisions of: 35.6.1 Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Dynamic Purchasing System Agreement Performance), 18 (Records, Audit Access and Open Book Data), Error! Reference source not found. (Management Levy) ,22 (Financial Distress) , 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.3 (Transparency and Freedom of Information), 27.4 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and 35.6.2 DPS Schedules 2 (bGoods and/or Services and Key Performance Indicators), 7 (Key Sub-Contractors), 8 (DPS Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 clause 51 or terminates any part of the Services under that clause (Termination on Default) and then makes other arrangements for the supply of Services), the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority in respect of the provision of the Services (beyond that which it would have had to pay to the Contractor under this Contract if the Contract (or part of it) had not been terminated) throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Authority terminates the Contract is terminated under Clause 10.2 (Termination on Default)clause 51 or terminates any part of the Services under that clause, no further payments shall be payable by the Authority to the Supplier Contractor for Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority, until the Authority has established the final cost of making those the other arrangements. 10.4.2 Where arrangements envisaged under this clause. Subject to clauses 46, 53.3, (b), 53.5 and 53.6, where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9)clause 52, the Authority shall indemnify reimburse the Supplier against Contractor for any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. The Contractor shall ensure that it has included terms in all sub-contracts in substantially the same form as clause 52 allowing it to terminate the relevant sub-contract by giving three months’ notice in writing without incurring any financial penalty beyond payment of the sub-contractor’s reasonable termination expenses and provided that the Contractor takes reasonable steps, consistent with the obligation to provide the Services during the period of notice to mitigate its losses including: terminating all contracts with sub-contractors on the best available terms; cancelling all capital and recurring cost commitments; and reducing Equipment and labour costs. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only reimburse the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed coasted list of such lossunavoidable direct loss which it would seek to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of a termination under Clause 10.3 (Break). 10.4.3 clause 52. The Authority may reasonably request such a list at any time during the Contract Period and without having exercised its rights under clause 52 prior to the request. The Authority shall not be liable under Clause 10.4.2 clause 52.3 to pay any sum which:- (a) which: was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in ; exceeds £112,500; is a claim by the Contract:- (a) Contractor for loss of profit, due to early termination or expiry of the Contract shall be without prejudice to any rightsContract. 54Return of Information, remedies or obligations accrued under Property and Provision of Exit Assistance On the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract for any reason, the Contractor shall: immediately return to the Authority all Authority Data, the Authority's Confidential Information, Personal Data and IP Materials in its possession or in the possession or under the control of any of its suppliers or sub-contractors, which was obtained or produced in connection with this Contract. immediately deliver to the Authority all Property (including materials, documents, information and access keys) provided to the Contractor under clause 14. Such Property shall not affect be handed back in good working order (allowance shall be made for reasonable wear and tear); assist and co-operate with the continuing rights, remedies or obligations Authority to ensure an orderly transition of the provision of the Services to the Replacement Contractor and/or the completion of any work in progress; and promptly provide all information concerning the provision of the Services which may reasonably be requested by the Authority or the Supplier Replacement Contractor for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Authority or the Replacement Contractor to conduct due diligence. The Contractor shall comply with clauses 54.1.1(a) and 54.1.1(b) at no additional charge to the Authority. If the Contractor fails to comply with clause 54.1.1(a) and (b), the Authority may recover possession thereof and the Contractor grants a licence to the Authority or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under Clauses 5.2 clause 54.1.1(c) and (Payment d) at no additional charge. Otherwise, the Authority shall pay the Contractor’s reasonable costs of providing the assistance (provided that such costs have been Approved in advance) and VAT),the Contractor shall take all reasonable steps to mitigate such costs.

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract Consequences of termination under Clause 10.2 Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to Framework Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 45.1; and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Call Off Contract Period. The Authority Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no No further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Authority Customer terminates the (in whole or in part) this Call Off Contract under Clause 10.3 41.7 (BreakTermination without Cause), (subject ; or the Supplier terminates this Call Off Contract pursuant to Clause 942.1 (Termination on Customer Cause for Failure to Pay), the Authority Customer shall indemnify the Supplier against any commitments, liabilities or expenditure reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums availableLosses. The Supplier shall submit a fully itemised and costed list of such lossLosses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 41.7 (BreakTermination without Cause). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 45.2.1 to pay any sum which:- (a) which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if the this Call Off Contract had not been terminated prior terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to the expiry Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Contract Period. 10.4.4 Termination for Any Reason Save as otherwise expressly provided in the Contract:- (a) this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under Clauses 5.2 21 (Records, Audit Access & Open Book Data), 33 (Intellectual Property Rights), 34.3 (Confidentiality),34.5 (Freedom of Information) 34.5 (Protection of Personal Data), 36 (Liability), 45 (Consequences of Expiry or Termination), 51 (Severance), 53 (Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and 57 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and VATInvoicing),, Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the Call Off Expiry Date.

Consequences of Expiry or Termination. 10.4.1 19.1 Where the Authority terminates the Contract under Terminates pursuant to Clause 10.2 17 (Termination on DefaultTermination) or where a Beneficiary Terminates an appointment and then makes other alternative arrangements for the supply of the relevant Services, : 19.1.1 the Authority or the relevant Beneficiary may recover from the Supplier Firm the cost reasonably incurred of in making those other arrangements and any additional expenditure incurred by the Authority throughout or the remainder of relevant Beneficiary in securing those alternative arrangements provided that the Contract Period. The Authority or the relevant Beneficiary shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), ; and 19.1.2 no further payments shall be payable by the Authority or the relevant Beneficiary to the Supplier Firm until the Authority or the relevant Beneficiary has established the final cost of making those alternative arrangements, whereupon the Authority or the relevant Beneficiary may deduct an amount equal to the final cost of such other arrangementsarrangements from any further payments then due to the Firm. 10.4.2 Where 19.2 On the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities expiry or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the ContractFramework Agreement and/or any appointment for any reason, provided the Firm shall, at the request of the relevant Beneficiary and at the Firm’s cost: 19.2.1 notwithstanding the existence of any Transition Plan as described in Clause 11.7 of this Framework Schedule 4, with respect to any Confidential Information and or Relevant Personal Data which came into the possession or under the control of the Firm or any Approved Sub- Contractors in the course of providing the Services related to that agreement or in connection with that agreement: 19.2.1.1 immediately return it to the Beneficiary; and 19.2.1.2 except where it is required to retain them by Applicable Law, promptly destroy all copies of such information or data and provide written confirmation to the Beneficiary that the Supplier takes data has been destroyed, such actions shall only be required where specifically requested by the Authority or a Beneficiary. In the absence of such a request the mechanisms of the pre-agreed Transition Plan shall operate; 19.2.2 immediately deliver to the Beneficiary in good working order (but subject to allowance for reasonable wear and tear) all reasonable steps the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to mitigate such loss. Where the Supplier holds insuranceFirm by the Beneficiary in connection with the Agreement; 19.2.3 vacate, and procure that all partners or employees of it or any of its Approved Sub-Contractors vacate, any premises of the Beneficiary occupied for the purposes of providing the relevant Services; 19.2.4 return to the Beneficiary any sums prepaid in respect of any of the relevant Services the provision of which has not been completed by the date of expiry or termination; and 19.2.5 promptly provide all information concerning the provision of the relevant Services which may reasonably be requested by the Beneficiary for the purposes of adequately understanding the manner in which the relevant Services have been provided or for the purpose of allowing the Beneficiary or any replacement provider to conduct due diligence. 19.3 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier Firm shall reduce continue to fulfil its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier other date as a result of termination required under this Clause 10.3 (Break)19.3. 10.4.3 The Authority 19.4 Termination or expiry of this Framework Agreement shall not be liable under Clause 10.4.2 cause any appointment to pay any sum which:- (a) was claimable under insurance held by terminate automatically. For the Supplieravoidance of doubt, unless the relevant Beneficiary otherwise elects, all appointments shall remain in force unless and the Supplier has failed to make a claim on its insurance, until they are terminated or has failed to make a claim expire in accordance with the procedural requirements terms of the insurance policy; or (b) when added to any sums paid or due to appointment, notwithstanding the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of this Framework Agreement. 19.5 Within ten (10) Working Days of the Contract date of termination or expiry of this Framework Agreement, or such other period as may be agreed with the Authority, the Firm shall implement the mutually agreed Transition Plan. 19.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either party accrued under the Contract this Framework Agreement prior to termination or expiration expiry. 19.7 The provisions of Clauses 8 (Intellectual Property Rights), 9 (Data Protection), 11 (Confidentiality), 15 (Liability), 19 (Consequences of Termination), 29 (Notices), 31 (Dispute Resolution), 33 (Law and nothing in Jurisdiction) and Framework Schedule 8 (Interpretation) and, without limitation to the Contract shall prejudice the right foregoing, any other provision of either Party this Agreement which, expressly or by implication, is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiryexpiry shall survive the termination or expiry of this Framework Agreement. 19.8 If, as a result of the termination of part or all of this Framework Agreement, or of the provision of the Services, by operation of the Transfer Regulations the contract of employment of any of the Firm's Staff has effect or is alleged to have effect as if originally made between the Authority and any such of the Firm's Staff then: 19.8.1 The Authority may, within one month of becoming aware of the application of the Transfer Regulations to any such contract of employment, give notice to terminate such contract (being the minimum notice to which such the Firm's Staff are entitled by law); and (b) 19.8.2 The Firm shall indemnify and keep the Authority fully and effectively indemnified on demand from and against all losses incurred or suffered by the Authority arising out of or in connection with: 19.8.2.1 such termination and against any sums payable to or in relation to the Firm's Staff in respect of their employment after the date of the relevant transfer of such Firm Staff to the date of such termination of their contract of employment; and 19.8.2.2 any act or omission by the Contract Firm or any other event, matter or circumstance occurring before termination of this Framework Agreement in relation to the Firm Staff. 19.9 The Firm shall not affect indemnify and shall keep the continuing rightsAuthority indemnified on demand against any and all losses arising as a result of any failure or alleged failure by the Firm to comply with the Firm's obligations under Regulations 11, remedies or obligations 13 and 14 of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),Transfer Regulations.

Consequences of Expiry or Termination. 10.4.1 47.1 Where the Authority terminates the Contract under Clause 10.2 clause 45 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 clause 45 (Termination on Default), no further payments shall be payable made by the Authority to the Supplier Contractor (for Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those other arrangementsarranging an alternative supplier of the Services. 10.4.2 Where 47.2 Subject to clause 27 (Liability, Indemnity and Insurance), where the Authority terminates the Contract under Clause 10.3 clause 46 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 clause 46 (Break). 10.4.3 47.3 The Authority shall not be liable under Clause 10.4.2 clause 47.2 to pay any sum which:-which: (a) 47.3.1 was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 47.3.2 when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or 47.3.3 is a claim by the Contractor for loss of profit, due to early termination of the Contract. 10.4.4 47.4 Save as otherwise expressly provided in the Contract:-Contract: (a) 47.4.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) 47.4.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier Contractor under Clauses 5.2 clauses 6 (Payment and VAT),, 16 (Recovery of Sums Due), 29 (Corrupt Gifts and Payments of Commission), 22 (Protection of Personal Data), 23 (Official Secrets Acts), 19 (Confidential Information), 53 (Freedom of Information), 24 (Intellectual Property Rights), 26 (Right of Audit), 40 (Remedies Cumulative), 27 (Liability, Indemnity and Insurance), 28 (Professional Indemnity), 47 (Consequences of Expiry or Termination), 49 (Recovery upon Termination) and 56 (Law and Jurisdiction).

Consequences of Expiry or Termination. 10.4.1 9.5.1 Where the Authority Customer terminates the Contract under Clause 10.2 9.2 (Termination on Default) and then makes other arrangements for the supply of ServicesGoods, the Authority Customer may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 9.2 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Contractor until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where 9.5.2 Subject to Clause 8 where the Authority Customer terminates the Contract under Clause 10.3 9.3 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Contractor shall reduce its unavoidable costs by any insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 9.3 (Break). 10.4.3 9.5.3 The Authority Customer shall not be liable under Clause 10.4.2 9.5.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 9.5.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Contractor under Clauses 5.2 4.2 (Payment and VAT), 4.3 (Recovery of Sums Due), 5.1 (Prevention of Corruption), 6.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 6.3 (Confidential Information), 6.4 (Freedom of Information), 6.7 (Records and Audit Access), 7.6 Cumulative Remedies), 8.1 (Liability, Indemnity and Insurance),

Consequences of Expiry or Termination. 10.4.1 9.5.1 Where the Authority Customer terminates the Contract under Clause 10.2 9.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Customer may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a Statement of Work is terminated under Clause 10.2 9.2 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Service Provider until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 9.5.2 Where the Authority Customer terminates the Contract under Clause 10.3 9.3 (Break), (subject to Clause 9)8), the Authority Customer shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Service Provider by reason of the termination of the Contract, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Service Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 9.3 (Break). 10.4.3 9.5.3 The Authority Customer shall not be liable under Clause 10.4.2 9.5.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierService Provider, and the Supplier Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Service Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 9.5.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Service Provider under Clauses 5.2 4.2 (Payment and VAT), 4.3 (Recovery of Sums Due), 5.1 (Prevention of Corruption), 6.1 (Data Protection Act), 6.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 6.3 (Confidential Information), 6.4 (Freedom of Information),

Consequences of Expiry or Termination. 10.4.1 16.1 Where the Authority terminates the Contract under Clause 10.2 clause 14 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 clause 14 (Termination on Default), no further payments shall be payable made by the Authority to the Supplier Contractor (for Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those other arrangementsarranging an alternative supplier of the Services. 10.4.2 Where 16.2 Subject to clause 6 (Liability, Indemnity and Insurance), where the Authority terminates the Contract under Clause 10.3 clause 15 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 clause 15 (Break). 10.4.3 16.3 The Authority shall not be liable under Clause 10.4.2 clause 15 to pay any sum which:-which: (a) 16.3.1 was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 16.3.2 when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or 16.3.3 is a claim by the Contractor for loss of profit, due to early termination of the Contract. 10.4.4 16.4 Save as otherwise expressly provided in the Contract:-Contract: (a) 16.4.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),

Consequences of Expiry or Termination. 10.4.1 Where 8.5.1 Subject to the Authority limits set out in clause 7, where the Customer terminates the Contract under Clause 10.2 8.2 (Termination on Default) and then makes other arrangements for the supply of Goods and/or the Services, the Authority Customer may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 8.2 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Service Provider until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where 8.5.2 Subject to Clause 7, where the Authority Customer terminates the Contract under Clause 10.3 8.3 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Service Provider by reason of the termination of the Contract, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Service Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 8.3 (Break). 10.4.3 8.5.3 The Authority Customer shall not be liable under Clause 10.4.2 8.5.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierService Provider, and the Supplier Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Service Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 8.5.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Service Provider under [Clauses 5.2 3.2 (Payment and VAT),, 3.3 (Recovery of Sums Due), 4.1 (Prevention of Corruption), 5.1 (Data Protection Act), 5.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 5.3 (Confidential Information), 5.4 (Freedom of Information), 5.7 (Intellectual Property Rights), 5.8 (Records and Audit Access), 6.8 (Cumulative Remedies), 7.1 (Liability, Indemnity and 24 Lead Authority to insert Insurance), 7.2 (Professional Indemnity), 8.5 (Consequences of Expiry or Termination), 8.7 (Recovery upon Termination) and 9.1 (Governing Law and Jurisdiction)].

Consequences of Expiry or Termination. 10.4.1 Where the Authority Contracting Body terminates the this Contract under Clause 10.2 any of the following Clauses 18.4 (Termination on Default), 18.6 (Termination on Financial Standing), 18.7 (Termination on Audit), 18.8 (Termination on Bribery and Corruption), 18.9 (Termination in relation to Fraud) 18.11 (Termination on Critical Service Failure), 18.12 (Termination on Failure to Comply with the Implementation Plan and/or Achieve Milestone Dates) and 18.13 (Partial Termination (providing a partial termination arises from Supplier Default)) and then makes other arrangements for the supply of the Services, the Authority Contracting Body may recover from the Supplier the cost reasonably incurred of in making those other arrangements and any additional expenditure incurred by the Authority Contracting Body throughout the remainder of the Contract Period. The Authority Contracting Body shall take all reasonable steps to mitigate such additional expenditure. Where the this Contract is terminated under Clause 10.2 (Termination on Default), the above Clauses no further payments shall be payable by the Authority Contracting Body to the Supplier until the Authority Contracting Body has established the final cost of making those other arrangements. 10.4.2 . Where the Authority Contracting Body terminates the Contract under Clause 10.3 (Break), (18.5 early termination charges listed in the Service Catalogue or outlined in the Order Form will be applied subject to Clause 9), to: Termination charges will only apply during the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of Initial Term. On the termination of this Contract for any reason, the ContractSupplier shall: immediately return to the Contracting Body all Confidential Information, provided the Contracting Body Personal Data and Contracting Body Pre-Existing IPRs in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Services; use reasonable endeavours to procure that the benefit of manufacturer’s warranty in respect of the Services is assigned, or otherwise transferred to the Contracting Body; immediately cease to use the Contracting Body Data and, at the direction of the Contracting Body provide the Contracting Body and/or the Replacement Supplier takes with a complete and uncorrupted version of the Contracting Body Data in electronic form in the formats and on media agreed with the Contracting Body and/or the Replacement Supplier; immediately cease to use the Contracting Body Marks and cease offering any products or services by reference to, the Contracting Body Marks or any similar mark; except where the retention of Contracting Body Data is required by Law, on the earlier of the receipt of the Contracting Body's written instructions or twelve (12) Months after the date of expiry or termination, destroy all copies of the Contracting Body Data and promptly provide written confirmation to the Contracting Body that the data has been destroyed. immediately deliver to the Contracting Body all Property (including materials, documents, information and access keys) provided to the Supplier under Clause 9.3 (Property). Such Property shall be handed back to the Contracting Body in good working order (allowance shall be made for reasonable wear and tear); assist and co-operate with the Contracting Body to ensure an orderly transition of the provision of the Services to the Replacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Contracting Body may require; return to the Contracting Body any sums prepaid in respect of the Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Services which may reasonably be requested by the Contracting Body for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Contracting Body or the Replacement Supplier to conduct due diligence. If the Supplier fails to comply with Clauses 19.3.1 to 19.3.6, the Contracting Body may recover possession of the items to which they relate and the Supplier hereby grants a licence to the Contracting Body to enter (for the purposes of such recovery) any premises of the Supplier and/or shall use its best endeavours to procure that the Contracting Body shall be granted a licence to enter (for the purposes of such recovery) any premises of the Supplier’s permitted agents or Sub-Contractors where any such items may be held. Where the Contract is terminated due to the Supplier's Default, the Supplier shall provide all assistance under Clause 19.3.7 and 19.3.9 free of charge. Otherwise, the Contracting Body shall pay the Supplier's reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such losscosts. Where At the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry end of the Contract Period. 10.4.4 Period (howsoever arising) the licence granted pursuant to Clause 9.2.1 (Licence to Occupy Premises) shall automatically terminate without the need to serve notice. Save as otherwise expressly provided in the Contract:- (a) this Contract: termination or expiry of the this Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Contract prior to termination or expiration and nothing in the this Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Authority Contracting Body or the Supplier under Clauses 5.2 Clause 3.9 (Exit Planning), Clause 4 (Assistance on Expiry or Termination), Clause 10.2 (Payment and VAT),, Clause 10.3 (Recovery of Sums Due), Framework Clause FW-39 (Intellectual Property Rights and Indemnity), Clause 15.3 (Protection of Personal Data), Framework Clause FW-41 (Confidentiality), Clause 15.4 (Official Secrets Acts 1911 to 1989), Framework Clause FW-40 (Freedom of Information and Transparency), Clause 17 (Liabilities), Clause 19 (Consequences of Expiry or Termination), Framework Clause FW-36 (Prevention of Bribery and Corruption), Framework Schedule 7 (Records and Audit Access), Framework Clause FW-37 (Safeguarding Against Fraud), Clause 25 (Cumulative Remedies), Framework Clause FW-10 (Conflicts of Interest), Clause 32 (The Contracts (Rights of Third Parties Act 1999) and 35.1 (Governing Law and Jurisdiction), Clause 36 (Intellectual Property Rights and Indemnity) and the relevant parts of the Order Form and Schedule relating to such provisions. and for the avoidance of doubt, the Parties agree that where this Contract is terminated due to a Default, the Contracting Body shall not be liable to pay to or reimburse the Supplier any costs whatsoever which may arise as a result of such termination due to a Default nor shall the Contracting Body incur any liability whatsoever where termination is brought about due to a Default.

Consequences of Expiry or Termination. 10.4.1 39.1 Where the Authority Financial Ombudsman Service terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Services, the Authority Financial Ombudsman Service may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Financial Ombudsman Service throughout the remainder of the Contract Period. The Authority Financial Ombudsman Service shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clause 38, no further payments shall be payable by the Authority Financial Ombudsman Service to the Supplier Contractor (for Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Financial Ombudsman Service), until the Authority Financial Ombudsman Service has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2 Subject to clause 34, where the Authority Financial Ombudsman Service terminates the Contract under Clause 10.3 (Break), (subject to Clause 9)clause 38, the Authority Financial Ombudsman Service shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Financial Ombudsman Service shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Financial Ombudsman Service, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break)clause 38. 10.4.3 39.3 The Authority Financial Ombudsman Service shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1 was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 39.3.2 when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or 39.3.3 is a claim by the Contractor for loss of profit, due to early termination of the Contract. 10.4.4 39.4 In the event of any termination or expiry of the Contract: 39.4.1 the Financial Ombudsman Service shall be entitled to obtain a refund of the Contract Price paid by the Financial Ombudsman Service in respect of any part of the Contract which has not been performed by the Contractor; 39.4.2 the Contract Price shall be reduced on a pro rata basis where any part of the Contract is terminated, and the remaining parts of the Contract shall continue to be performed for the remainder of the Contract Period; 39.4.3 the Contractor shall return to the Financial Ombudsman Service all Property and all other items belonging to the Financial Ombudsman Service in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4 subject to the payment of the appropriate portion of the Contract Price the Contractor shall provide the Financial Ombudsman Service with a copy of all deliverables undertaken to date (whether completed or not) in its state at that time and, at the Financial Ombudsman Service’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5 the Contractor shall at the Financial Ombudsman Service’s request novate any agreements between the Contractor and any third parties that are relevant to the receipt of the Services by the Financial Ombudsman Service. 39.5 Upon expiry or termination of all or any part of the Contract, the Contractor shall provide all reasonable assistance and information to the Financial Ombudsman Service (and to any Replacement Contractor appointed by the Financial Ombudsman Service) if requested, to the extent necessary to effect an orderly assumption of the Services by the Financial Ombudsman Service or the Replacement Contractor. 39.6 Save as otherwise expressly provided in the Contract:-Contract: (a) 39.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) 39.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Financial Ombudsman Service or the Supplier Contractor under Clauses 5.2 clauses 9 (Prevention of Fraud and Prevention of Corruption), 11 (Payment and VAT),, 12 (Recovery of Sums Due), 16 (Rights of Third Parties), 17 and 18 (Financial Ombudsman Service Data and Protection of Personal Data), 19 (Freedom of Information), 20 (Confidentiality), 22 (Intellectual Property Rights), 24 (Audit), 29 (Remedies Cumulative), 33 (Liability, Indemnity and Insurance), 34 (Warranties and Representations), 39 (Consequences of Expiry or Termination), 41 (Recovery upon Termination), 43 (Governing Law), 44 (Dispute Resolution) and clause A11 of the Special Conditions (Professional Indemnity).

Consequences of Expiry or Termination. 10.4.1 H.4.1 Where the Authority Client terminates the Contract under Clause 10.2 clause H.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Client may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Client throughout the remainder of the Contract Period. The Authority Client shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 clause H.2 (Termination on Default), no further payments shall be payable by the Authority Client to the Supplier Contractor (for Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Client), until the Authority Client has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where H.4.2 Subject to clause G.1, where the Authority Client terminates the Contract under Clause 10.3 clause H.3 (Break), (subject to Clause 9), the Authority Client shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Client shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Client, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 clause H.3 (Break). 10.4.3 H.4.3 The Authority Client shall not be liable under Clause 10.4.2 clause H.4.2 to pay any sum which:-which: (a) was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or (c) is a claim by the Contractor for loss of profit, due to early termination of the Contract. 10.4.4 H.4.4 Save as otherwise expressly provided in the Contract:-Contract: (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Client or the Supplier Contractor under Clauses 5.2 clauses C.2 (Payment and VAT),, C.4 (Recovery of Sums Due), D.1 (Prevention of Corruption), E.1 (Data Protection Act), E.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), E.3 (Confidential Information), E.4 (Freedom of Information), E.7 (Intellectual Property Rights), E.8 (Audit), F.6 Remedies Cumulative), G.1 (Liability, Indemnity and Insurance), G.2 (Professional Indemnity), H.4 (Consequences of Expiry or Termination), H.6 (Recovery upon Expiry or Termination) and I.1 (Governing Law and Jurisdiction).

Consequences of Expiry or Termination. 10.4.1 53.1 Where the Authority Customer terminates the Contract under Clause 10.2 50 (Termination on DefaultTermination) and then makes other arrangements for the supply provision of Goods and/or Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 50 (Termination on DefaultTermination), no further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 53.2 Where the Authority Customer terminates the Contract under Clause 10.3 51 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 51 (Break). 10.4.3 53.3 The Authority Customer shall not be liable under Clause 10.4.2 53.2 to pay any sum which:-which: - (a) 53.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) 53.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 53.4 Save as otherwise expressly provided in the Contract:-Contract: - (a) termination Termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination Termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under [Clauses 5.2 24 (Payment and VATCharges),, 27 (Recovery of Sums Due), 34 (Data Protection Act), 35 (Freedom of Information), 36 (Confidential Information), 38 (Intellectual Property Rights), 39 (Records and Audit Access), 45 (Cumulative Remedies), 47 (Liability, Indemnity and Insurance), 53 (Consequences of Expiry or Termination), 55 (Recovery upon Termination) and 57 (Governing Law and Jurisdiction)].

Consequences of Expiry or Termination. 10.4.1 Where the Authority Customer terminates the Contract under Clause 10.2 13.2 (Termination on Default) and then makes other arrangements for the supply of Goods and Services, the Authority Customer may recover from the Supplier Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a Statement of Work is terminated under Clause 10.2 13.2 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Provider until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 . Where the Authority Customer terminates the Contract under Clause 10.3 13.3 (Break), (subject to Clause 912), the Authority Customer shall indemnify the Supplier Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Provider by reason of the termination of the Contract, provided that the Supplier Provider takes all reasonable steps to mitigate such loss. Where the Supplier Provider holds insurance, the Supplier Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Provider as a result of termination under Clause 10.3 13.3 (Break). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 13.5.2 to pay any sum which:- (a) which:- was claimable under insurance held by the SupplierProvider, and the Supplier Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Save as otherwise expressly provided in the Contract:- (a) Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Provider under Clauses 5.2 8.2 (Payment and VAT),, 8.3 (Recovery of Sums Due), 9.1 (Prevention of Corruption), 10.1 (Data Protection Act), 10.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 10.3 (Confidential Information), 10.4 (Freedom of Information), 10.7 (Intellectual Property Rights), 10.8 (Audit and the National Audit Office), Error: Reference source not found (Remedies Cumulative), 12.1 (Liability, Indemnity and Insurance), 12.2 (Professional Indemnity), 13.5 (Consequences of Termination), 13.7 (Recovery upon Termination) and 14.1 (Governing Law).

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract Consequences of termination under Clause 10.2 Clauses 46.1 (Termination in Relation to Guarantee), 46.2 (Termination on Material Default), 46.3 (Termination in Relation to Financial Standing), 46.8 (Termination in Relation to Framework Agreement), 46.9 (Termination in Relation to Benchmarking) and 46.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 50.1; and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Call Off Contract Period. The Authority Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no No further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where . Consequences of termination under Clauses 46.7 (Termination without Cause) and 47.1 (Termination on Customer Cause for Failure to Pay) Where: the Authority Customer terminates the (in whole or in part) this Call Off Contract under Clause 10.3 46.7 (BreakTermination without Cause), (subject ; or the Supplier terminates this Call Off Contract pursuant to Clause 947.1 (Termination on Customer Cause for Failure to Pay), the Authority Customer shall indemnify the Supplier against any commitments, liabilities or expenditure reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums availableLosses. The Supplier shall submit a fully itemised and costed list of such lossLosses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 46.7 (BreakTermination without Cause). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 50.2.1 to pay any sum which:- (a) which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if the this Call Off Contract had not been terminated prior terminated. Consequences of termination under Clause 48.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to the expiry Clause 48.1 (Termination for Continuing Force Majeure Event). Consequences of the Contract Period. 10.4.4 Termination for Any Reason Save as otherwise expressly provided in the Contract:- (a) this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under Clauses 5.2 26. (Records, Audit Access & Open Book Data), 38. (Intellectual Property Rights), (Confidentiality), (Transparency and Freedom of Information) (Protection of Personal Data), 41. (Liability), 50. (Consequences of Expiry or Termination), 56. (Severance), 58. (Entire Agreement), 59. (Third Party Rights) 61. (Dispute Resolution) and 62. (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and VATInvoicing),, Call Off Schedule 9 (Exit Management), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the Call Off Expiry Date. Exit management The Parties shall comply with the exit management provisions set out in Call Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 10.4.1 39.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clause 37, no further payments shall be payable by the Authority to the Supplier Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2 Subject to clause 34, where the Authority terminates the Contract under Clause 10.3 (Break)clause 38, (subject or where the Contractor terminates the Contract pursuant to Clause 9)clause 37.3, the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure expenditure, which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break)clause 38. 10.4.3 39.3 The Authority shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1 was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 39.3.2 when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period.; or 10.4.4 Save as otherwise expressly provided in 39.3.3 is a claim by the Contract:- (a) Contractor for loss of profit, due to early termination of the Contract. In the event of any termination or expiry of the Contract Contract: 39.4.1 the Authority shall be without prejudice entitled to any rights, remedies or obligations accrued under obtain a refund of the Contract prior to termination or expiration and nothing Price paid by the Authority in respect of any part of the Contract which has not been performed by the Contractor; 39.4.2 the Contract Price shall prejudice be reduced on a pro rata basis where any part of the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination Contract is terminated, and the remaining parts of the Contract shall not affect continue to be performed for the continuing rights, remedies or obligations remainder of the Contract Period; 39.4.3 the Contractor shall return to the Authority all Property and all other items belonging to the Authority in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4 subject to the Supplier under Clauses 5.2 payment of the appropriate portion of the Contract Price the Contractor shall provide the Authority with a copy of all deliverables undertaken to date (Payment whether completed or not) in its state at that time and, at the Authority’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5 the Contractor shall at the Authority’s request novate any agreements between the Contractor and VAT),any third parties that are relevant to the receipt of the Goods or Services by the Authority.

Consequences of Expiry or Termination. 10.4.1 Where 35.1 Notwithstanding the service of a notice to terminate this Dynamic Purchasing System Agreement, the Supplier shall continue to fulfil its obligations under this Dynamic Purchasing System Agreement until the date of expiry or termination of this Dynamic Purchasing System Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Dynamic Purchasing System Agreement shall not cause any Contracts to terminate automatically. For the avoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Contract and the Supplier shall continue to pay any Management Levy due to the Authority in relation to such Contracts, notwithstanding the termination or expiry of this Dynamic Purchasing System Agreement. 35.3 If the Authority terminates the Contract this Dynamic Purchasing System Agreement under Clause 10.2 33.2 (Termination on Material Default) and then makes other arrangements for the supply of Servicesthe Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority may recover from the Supplier in full upon demand for the cost reasonably incurred of making those other arrangements procuring, implementing and operating any additional expenditure incurred by alternative or replacement goods and/or services to the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), Goods and/or Services and no further payments shall be payable by the Authority to the Supplier until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 35.4 Within ten (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason 10) Working Days of the date of termination or expiry of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurancethis Dynamic Purchasing System Agreement, the Supplier shall reduce return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its unavoidable costs by any insurance sums available. The Supplier shall submit then current format or in a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred format nominated by the Supplier Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Dynamic Purchasing System Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as a result of termination under Clause 10.3 (BreakApproved by the Authority and is reasonably necessary for such compliance). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination 35.5 Termination or expiry of the Contract this Dynamic Purchasing System Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this Dynamic Purchasing System Agreement prior to termination or expiration and nothing in expiry. 35.6 Termination or expiry of this Dynamic Purchasing System Agreement shall be without prejudice to the Contract shall prejudice the right survival of either Party any provision of this Dynamic Purchasing System Agreement which expressly (or by implication) is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiryexpiry of this Dynamic Purchasing System Agreement, including the provisions of: 35.6.1 Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Dynamic Purchasing System Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Levy), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.3 (Transparency and Freedom of Information), 27.4 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and 35.6.2 DPS Schedules 2 (bGoods and/or Services and Key Performance Indicators), 7 (Sub-Contractors), 8 (DPS Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement), 13 (Guarantee), 14 (Insurance Requirements) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 and 15 (Payment and VATStaff Transfer),.

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract Consequences of termination under Clause 10.2 Clauses 50.1 (Termination in Relation to Guarantee), 50.2 (Termination on Material Default), 50.3 (Termination in Relation to Financial Standing), 50.8 (Termination in Relation to Framework Agreement), 50.9 (Termination in Relation to Benchmarking) and 50.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Lease Agreement under any of the Clauses referred to in Clause 54.1; and then makes other arrangements for the supply of the Goods and/or Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Lease Agreement Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no No further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 . Consequences of termination under Clauses 50.7 (Termination without Cause) and 51.1 (Termination on Customer Cause for Failure to Pay) Where the Authority Customer terminates the Contract (in whole or in part) this Lease Agreement under Clause 10.3 50.7 (Break)Termination without Cause) the Customer shall: in respect of the Goods that are no longer required by the Customer the customer shall pay to the Supplier upon termination: all arrears of Rentals; and the sum of all the Rentals that would (but for the termination) have been due during the remainder of the Term each discounted at a rate of at least [10%] in respect of the period between the date of actual payment and the date when the Rentals would have become due. in respect of the Services that are no longer required by the Customer, (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contractthis Lease Agreement, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums availableLosses. The Supplier shall submit a fully itemised and costed list of such lossLosses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier. Where the Supplier terminates this Lease Agreement pursuant to Clause 51.1 (Termination on Customer Cause for Failure to Pay) the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of this Lease Agreement, provided that the Supplier takes all reasonable steps to mitigate such Losses. The Supplier shall submit a fully itemised and costed list of such Losses, with supporting evidence including such further evidence as a result of termination under Clause 10.3 (Break). 10.4.3 the Customer may require, reasonably and actually incurred by the Supplier. The Authority Customer shall not be liable under Clause 10.4.2 54.2.1 or 45.2.2 to pay any sum which:- (a) which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the Contractthis Lease Agreement, exceeds the total sum that would have been payable to the Supplier if the Contract this Lease Agreement had not been terminated prior terminated. The Supplier shall be expected to provide flexibility in the expiry management of Contracting Authorities’ fleet and shall not charge a settlement fee to Contracting Authorities where the Contract Period. 10.4.4 Goods are redundant due to re-organisation, merger or closure and all reasonable efforts have been made to re-site the Goods within Contracting Authorities organisation. Consequences of termination under Clause 52.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Lease Agreement for a continuing Force Majeure Event pursuant to Clause 52.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the Contract:- (a) this Lease Agreement: termination or expiry of the Contract this Lease Agreement shall be without prejudice to any rights, remedies or obligations accrued under the Contract this Lease Agreement prior to termination or expiration and nothing in the Contract this Lease Agreement shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the Contract this Lease Agreement shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under Clauses 5.2 24 (Records, Audit Access & Open Book Data), 41 (Intellectual Property Rights), 43.2.11(c) (Confidentiality), 43.2.25 (Freedom of Information) 43.2.28 (Protection of Personal Data), 45 (Liability), 54 (Consequences of Expiry or Termination), 60 (Severance), 62 (Entire Agreement), 63 (Third Party Rights) 65 (Dispute Resolution) and 66 (Governing Law and Jurisdiction), and the provisions of Lease Agreement Schedule 1 (Definitions), Lease Agreement Schedule 3 (Lease Agreement Charges, Payment and VATInvoicing),, Lease Agreement Schedule 9 (Exit Management), Lease Agreement Schedule 10 (Staff Transfer), Lease Agreement Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of this Lease Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the Lease Agreement Expiry Date. Exit management The Parties shall comply with the exit management provisions set out in Lease Agreement Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 10.4.1 Where 24.1 Not used 24.2 Subject to clause 22, where the Authority Customer terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 clause 23.4 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 clause 23.4 (Break). 10.4.3 24.3 The Authority Customer shall not be liable under Clause 10.4.2 clause 24.1 to pay any sum which:-which: (a) 24.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) 24.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 24.4 On the termination of the Contract for any reason, the Supplier shall subject to the retention of proper professional records and insofar as is practicable for electronic information: 24.4.1 promptly return to the Customer all Confidential Information, Personal Data and Customer‟s Pre-Existing IPRs and the Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services. The Customer will allow the retention of Confidential Information if proven by the Supplier for their audit and insurance purposes which shall be limited to their requirements from audit and insurance purposes; 24.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier; 24.4.3 except where the retention of Customer Data is required by Law, on the earlier of the receipt of the Customer's written instructions or 12 months after the date of expiry or termination, destroy all copies of the Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed. 24.4.4 immediately deliver to the Customer all Property (including materials, documents, information and access keys) provided to the Supplier under clause 5.2. Such property shall be handed back to the Customer in good working order (allowance shall be made for reasonable wear and tear); 24.4.5 assist and co-operate with the Customer to ensure an orderly transition of the provision of the Services to the Replacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require; and 24.4.6 promptly provide all information concerning the provision of the Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Customer or the Replacement Supplier to conduct due diligence. 24.5 If the Supplier fails to comply with clause 24.4.1 and 24.4.6, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-contractors where any such items may be held. 24.6 Where the end of the Contract Period arises due to the Supplier‟s Default, the Supplier shall provide all assistance under clause 24.4.5 and 24.4.6 free of charge. Otherwise, the Customer shall pay the Supplier‟s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. 24.7 At the end of the Contract Period (howsoever arising) the licence granted pursuant to clause 12.2.1 shall automatically terminate without the need to serve notice. 24.8 Save as otherwise expressly provided in the Contract:-Contract: (a) 24.8.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and. (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),24.8.2 Not used

Consequences of Expiry or Termination. 10.4.1 24.1 Where the Authority Customer terminates the Contract under Clause 10.2 clause 23.3 (Termination on Default) and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 clause 23.3 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where 24.2 Subject to clause 22, where the Authority Customer terminates the Contract under Clause 10.3 clause 23.4 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 clause 23.4 (Break). 10.4.3 24.3 The Authority Customer shall not be liable under Clause 10.4.2 clause 24.2 to pay any sum which:-which: (a) 24.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) 24.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in 24.4 On the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rightsfor any reason, remedies or obligations of the Authority or the Supplier shall subject to the retention of proper professional records and insofar as is practicable for electronic information: 24.4.1 promptly return to the Customer all Confidential Information, Personal Data and Customer‟s Pre-Existing IPRs and the Project Specific IPRs in its possession or in the possession or under Clauses 5.2 (Payment the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services. The Customer will allow the retention of Confidential Information if proven by the Supplier for their audit and VAT),insurance purposes which shall be limited to their requirements from audit and insurance purposes;

Consequences of Expiry or Termination. 10.4.1 Where the Authority Client terminates the Contract under Clause 10.2 18.1.22(l) (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Client may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Client throughout the remainder of the Contract Period. The Authority Client shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a Statement of Work is terminated under Clause 10.2 18.1.22(l) (Termination on Default), no further payments shall be payable by the Authority Client to the Supplier Service Provider until the Authority Client has established the final cost of making those other arrangements. 10.4.2 . Where the Authority Client terminates the Contract under Clause 10.3 918.1.28 (Break), (subject to Clause 918.1.3), the Authority Client shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Service Provider by reason of the termination of the Contract, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Service Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 18.1.28 (Break). 10.4.3 . The Authority Client shall not be liable under Clause 10.4.2 20.1.2 to pay any sum which:- (a) which:- was claimable under insurance held by the SupplierService Provider, and the Supplier Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier Service Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Save as otherwise expressly provided in the Contract:- (a) Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Client or the Supplier Service Provider under Clauses 5.2 12.1.3 (Payment and VAT),, 12.1.10 (Recovery of Sums Due), 12.1.19 (Prevention of Corruption), 14.1.16 (Data Protection Act), 14.1.20 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 14.1.23 (Confidential Information), 14.1.34 (Freedom of Information), 14.1.49 (Intellectual Property Rights), 14.1.64 (Audit and the National Audit Office), 15.1.5(c) (Remedies Cumulative), 18.1.4 (Liability, Indemnity and Insurance), 18.1.16 (Professional Indemnity), 20 (Consequences of Termination), 20.1.10 (Recovery upon Termination) and 20.1.18 (Governing Law).

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract Consequences of termination under Clause 10.2 Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to Framework Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 45.1; and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Call Off Contract Period. The Authority Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no No further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Authority Customer terminates the (in whole or in part) this Call Off Contract under Clause 10.3 41.7 (BreakTermination without Cause), (subject ; or the Supplier terminates this Call Off Contract pursuant to Clause 942.1 (Termination on Customer Cause for Failure to Pay), the Authority Customer shall indemnify the Supplier against any commitments, liabilities or expenditure reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums availableLosses. The Supplier shall submit a fully itemised and costed list of such lossLosses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 41.7 (BreakTermination without Cause). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 45.2.1 to pay any sum which:- (a) which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if the this Call Off Contract had not been terminated prior terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to the expiry Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Contract Period. 10.4.4 Termination for Any Reason Save as otherwise expressly provided in the Contract:- (a) this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under Clauses 5.2 21 (Records, Audit Access & Open Book Data), 33 (Intellectual Property Rights), 34.3 (Confidentiality), 34.5 (Freedom of Information) 34.6 (Protection of Personal Data), 36 (Liability), 45 (Consequences of Expiry or Termination), 51 (Severance), 53 (Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and 57 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and VATInvoicing),, Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the Call Off Expiry Date. Exit management The Parties shall comply with the exit management provisions set out in Call Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 10.4.1 9.4.1 Where the Authority terminates the Contract under Clause 10.2 9.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 9.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 9.4.2 Where the Authority terminates the Contract under Clause 10.3 9.3 (Break), (subject to Clause 90), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 9.3 (Break). 10.4.3 9.4.3 The Authority shall not be liable under Clause 10.4.2 9.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 9.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),

Consequences of Expiry or Termination. 10.4.1 8.5.1 Where the Authority Council terminates the Contract under Clause 10.2 8.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Council may recover from the Supplier Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Council throughout the remainder of the Contract Period. The Authority Council shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 8.2 (Termination on Default), no further payments shall be payable by the Authority Council to the Supplier Provider until the Authority Council has established the final cost of making those other arrangements. 10.4.2 Where 8.5.2 Subject to Clause 7, where the Authority Council terminates the Contract under Clause 10.3 8.3 (Break), (subject to Clause 9), the Authority Council shall indemnify the Supplier Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Provider by reason of the termination of the Contract, provided that the Supplier Provider takes all reasonable steps to mitigate such loss. Where the Supplier Provider holds insurance, the Supplier Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Provider as a result of termination under Clause 10.3 8.3 (Break). 10.4.3 8.5.3 The Authority Council shall not be liable under Clause 10.4.2 8.5.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierProvider, and the Supplier Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 8.5.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Council or the Supplier Provider under Clauses 5.2 3.2 (Payment and VAT),, 3.3 (Recovery of Sums Due), 4.1 (Prevention of Corruption), 5.1 (Data Protection Act), 5.3 (Confidential Information), 5.4 (Freedom of Information), 5.7 (Intellectual Property Rights), 5.8 (Records and Audit Access), 6.6 (Cumulative Remedies), 7.1 (Liability, Indemnity and Insurance), 7.2 (Professional Indemnity), 8.5 (Consequences of Expiry or Termination), 8.7 (Recovery upon Termination) and 9.1 (Governing Law and Jurisdiction).

Consequences of Expiry or Termination. 10.4.1 39.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clause 37, no further payments shall be payable by the Authority to the Supplier Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2 Subject to clause 34, where the Authority terminates the Contract under Clause 10.3 (Break)clause 38, (subject or where the Contractor terminates the Contract pursuant to Clause 9)clause 37.3, the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure expenditure, which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Authority, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 (Break)clause 38. 10.4.3 39.3 The Authority shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1 was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 39.3.2 when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or 39.3.3 is a claim by the Contractor for loss of profit, due to early termination of the Contract. 10.4.4 39.4 In the event of any termination or expiry of the Contract: 39.4.1 the Authority shall be entitled to obtain a refund of the Contract Price paid by the Authority in respect of any part of the Contract which has not been performed by the Contractor; 39.4.2 the Contract Price shall be reduced on a pro rata basis where any part of the Contract is terminated, and the remaining parts of the Contract shall continue to be performed for the remainder of the Contract Period; 39.4.3 the Contractor shall return to the Authority all Property and all other items belonging to the Authority in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4 subject to the payment of the appropriate portion of the Contract Price the Contractor shall provide the Authority with a copy of all deliverables undertaken to date (whether completed or not) in its state at that time and, at the Authority’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5 the Contractor shall at the Authority’s request novate any agreements between the Contractor and any third parties that are relevant to the receipt of the Goods or Services by the Authority. 39.5 Upon expiry or termination of all or any part of the Contract, the Contractor shall provide all reasonable assistance and information to the Authority (and to any Replacement Contractor appointed by the Authority) if requested, to the extent necessary to effect an orderly assumption of the Goods or Services by the Authority or the Replacement Contractor. 39.6 Save as otherwise expressly provided in the Contract:-Contract: (a) 39.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) 39.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier Contractor under Clauses 5.2 clauses 9 (Prevention of Fraud and Prevention of Corruption), 11 (Payment and VAT),, 12 (Recovery of Sums Due), 16 (Rights of Third Parties), 17 and 18 (Authority Data and Protection of Personal Data), 19 (Freedom of Information), 20 (Confidentiality), 21 (Official Secrets Acts 1911-1989), 23 (Intellectual Property Rights), 25 (Audit), 30 (Remedies Cumulative), 34 (Liability, Indemnity and Insurance), 35 (Warranties and Representations), 39 (Consequences of Expiry or Termination), 41 (Recovery upon Termination), 43 (Governing Law), 44 (Dispute Resolution) and clause A12 of the Special Conditions (Professional Indemnity).

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract Consequences of termination under Clause 10.2 Clauses Error: Reference source not found (Termination in Relation to Guarantee), 41.1 (Termination on Material Default), 41.2 (Termination in Relation to Financial Standing), 41.7 (Termination in Relation to Framework Agreement), Error: Reference source not found (Termination in Relation to Benchmarking) and 41.8 (Termination in Relation to Variation) Where the Contracting Authority: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 45.1; and then makes other arrangements for the supply of the Services, the Contracting Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Contracting Authority throughout the remainder of the Call Off Contract Period. The Period provided that Contracting Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no No further payments shall be payable by the Contracting Authority to the Supplier until the Contracting Authority has established the final cost of making those other arrangements. 10.4.2 Where . Consequences of termination under Clauses 41.6 (Termination without Cause) and 42.1 (Termination on Contracting Authority Cause for Failure to Pay) Where: the Contracting Authority terminates the (in whole or in part) this Call Off Contract under Clause 10.3 41.6 (BreakTermination without Cause), (subject ; or the Supplier terminates this Call Off Contract pursuant to Clause 942.1 (Termination on Contracting Authority Cause for Failure to Pay), the Contracting Authority shall indemnify the Supplier against any commitments, liabilities or expenditure reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums availableLosses. The Supplier shall submit a fully itemised and costed list of such lossLosses, with supporting evidenceevidence including such further evidence as the Contracting Authority may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 41.6 (BreakTermination without Cause). 10.4.3 . The Contracting Authority shall not be liable under Clause 10.4.2 45.2.1 to pay any sum which:- (a) which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if the this Call Off Contract had not been terminated prior terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to the expiry Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Contract Period. 10.4.4 Termination for Any Reason Save as otherwise expressly provided in the Contract:- (a) this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Contracting Authority or the Supplier under Clauses 5.2 21. (Records, Audit Access & Open Book Data), 33. (Intellectual Property Rights), 34.3 (Confidentiality), 34.5 (Freedom of Information) 34.6 (Protection of Personal Data), 36. (Liability), 45. (Consequences of Expiry or Termination), 51. (Severance), 53. (Entire Agreement), 54. (Third Party Rights) 56. (Dispute Resolution) and 57. (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and VATInvoicing),, Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the Call Off Expiry Date. Exit management The Parties shall comply with the exit management provisions set out in Call Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 10.4.1 29.1.4.1 Where the Authority Trust terminates the Contract Agreement under Clause 10.2 29.1.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Trust may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Trust throughout the remainder of the Contract Agreement Period. The Authority Trust shall take all reasonable steps to mitigate such additional expenditure. Where the Contract Agreement is terminated under Clause 10.2 29.1.2 (Termination on Default), no further payments shall be payable by the Authority Trust to the Supplier Service Provider (for Services supplied by the Service Provider prior to termination and in accordance with the Agreement but where the payment has yet to be made by the Trust), until the Authority Trust has established the final cost of making those the other arrangementsarrangements envisaged under this Clause. 10.4.2 Where 29.1.4.2 Subject to Clause 14 (Insurance), where the Authority Trust terminates the Contract Agreement under Clause 10.3 29.1.3 (Break), (subject to Clause 9), the Authority Trust shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Service Provider by reason of the termination of the ContractAgreement, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Trust shall reduce its only indemnify the Service Provider for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such lossunavoidable direct loss which it is seeking to recover from the Trust, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 29.1.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 29.1.4.3 Save as otherwise expressly provided in the Contract:-Agreement: (a) termination or expiry of the Contract Agreement shall be without prejudice to any rights, remedies or obligations accrued under the Contract Agreement prior to termination or expiration and nothing in the Contract Agreement shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract Agreement shall not affect the continuing rights, remedies or obligations of the Authority Trust or the Supplier Service Provider under Clauses 5.2 Schedule 2 (Payment Payment), 14 (Insurance), 15 (Indemnity), 26 (Data Protection Act), 21 (Freedom of Information), 9 (Audit), 16 (Intellectual Property Rights), 29.1.4 (Consequences of Expiry or Termination), 29.1.6 (Recovery upon Termination) and VAT28.1) (Governing Law and Jurisdiction),. 29.1.4.4 The Trust shall not be liable under Clause 29.1.

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract Consequences of termination under Clause 10.2 Clauses Error: Reference source not found (Termination in Relation to Guarantee), 41.1 (Termination on Material Default), 41.2 (Termination in Relation to Financial Standing), 41.7 (Termination in Relation to Framework Agreement), Error: Reference source not found (Termination in Relation to Benchmarking) and 41.8 (Termination in Relation to Variation) Where the Contracting Authority: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 45.1; and then makes other arrangements for the supply of the Services, the Contracting Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Contracting Authority throughout the remainder of the Call Off Contract Period. The Period provided that Contracting Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no No further payments shall be payable by the Contracting Authority to the Supplier until the Contracting Authority has established the final cost of making those other arrangements. 10.4.2 Where . Consequences of termination under Clauses 41.6 (Termination without Cause) and 42.1 (Termination on Contracting Authority Cause for Failure to Pay) Where: the Contracting Authority terminates the (in whole or in part) this Call Off Contract under Clause 10.3 41.6 (BreakTermination without Cause), (subject ; or the Supplier terminates this Call Off Contract pursuant to Clause 942.1 (Termination on Contracting Authority Cause for Failure to Pay), the Contracting Authority shall indemnify the Supplier against any commitments, liabilities or expenditure reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums availableLosses. The Supplier shall submit a fully itemised and costed list of such lossLosses, with supporting evidenceevidence including such further evidence as the Contracting Authority may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 41.6 (BreakTermination without Cause). 10.4.3 . The Contracting Authority shall not be liable under Clause 10.4.2 45.2.1 to pay any sum which:- (a) which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if the this Call Off Contract had not been terminated prior terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to the expiry Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Contract Period. 10.4.4 Termination for Any Reason Save as otherwise expressly provided in the Contract:- (a) this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Contracting Authority or the Supplier under Clauses 5.2 21 (Records, Audit Access & Open Book Data), 33 (Intellectual Property Rights), 34.3 (Confidentiality), 34.5 (Freedom of Information) 34.6 (Protection of Personal Data), 36 (Liability), 45 (Consequences of Expiry or Termination), 51 (Severance), 53 (Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and 57 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and VATInvoicing),, Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the Call Off Expiry Date. Exit management The Parties shall comply with the exit management provisions set out in Call Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 10.4.1 11.4.1. Where the Authority terminates the Contract under Clause 10.2 11.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 11.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 11.4.2. Where the Authority terminates the Contract under Clause 10.3 11.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 11.3 (Break). 10.4.3 11.4.3. The Authority shall not be liable under Clause 10.4.2 11.4.2 to pay any sum which:- (a) 11.4.3.1. was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) 11.4.3.2. when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 11.4.4. Save as otherwise expressly provided in the Contract:- (a) 11.4.4.1. termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) 11.4.4.2. termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract Consequences of termination under Clause 10.2 Clauses 39.1 (Termination in Relation to Guarantee), 39.2 (Termination on Material Default), 39.3 (Termination in Relation to Financial Standing), 39.7 (Termination in Relation to Framework Agreement), 39.8 (Termination in Relation to Benchmarking) and 39.9 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 43.1; and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Call Off Contract Period. The Authority Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no No further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where . Consequences of termination under Clauses 39.6 (Termination without Cause) and 40.1 (Termination on Customer Cause for Failure to Pay) Where: the Authority Customer terminates the (in whole or in part) this Call Off Contract under Clause 10.3 39.6 (BreakTermination without Cause), (subject ; or the Supplier terminates this Call Off Contract pursuant to Clause 940.1 (Termination on Customer Cause for Failure to Pay), the Authority Customer shall indemnify the Supplier against any commitments, liabilities or expenditure reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums availableLosses. The Supplier shall submit a fully itemised and costed list of such lossLosses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 39.6 (BreakTermination without Cause). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 43.2.1 to pay any sum which:- (a) which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier under the this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if the this Call Off Contract had not been terminated prior to terminated. Consequences of termination under Clause 41.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract Parties shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of lie where they fall if either Party terminates or partially terminates this Agreement for a continuing Force Majeure Event pursuant to recover any amount outstanding at such termination or expiry; and Clause 41.1 (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VATTermination for Continuing Force Majeure Event),.

Consequences of Expiry or Termination. 10.4.1 8.5.1 Where the Authority Customer terminates the Contract under Clause 10.2 8.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Customer may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 8.2 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Contractor until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where 8.5.2 Subject to Clause 7, where the Authority Customer terminates the Contract under Clause 10.3 8.3 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Contractor shall reduce its unavoidable costs by any insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Contractor as a result of termination under Clause 10.3 8.3 (Break). 10.4.3 8.5.3 The Authority Customer shall not be liable under Clause 10.4.2 8.5.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 8.5.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Contractor under [Clauses 5.2 3.2 (Payment and VAT),, 3.3 (Recovery of Sums Due), 4.1 (Prevention of Corruption), 5.1 (Data Protection Act), 5.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 5.3 (Confidential Information), 5.4 (Freedom of Information), 5.7 (Intellectual Property Rights), 5.8 (Records and Audit Access), 6.6 (Cumulative Remedies), 7.1 (Liability, Indemnity and Insurance), 7.2 (Professional Indemnity), 8.5 (Consequences of Expiry or Termination), 8.7 (Recovery upon Termination) and 9.1 (Governing Law and Jurisdiction)].

Consequences of Expiry or Termination. 10.4.1 Where the Authority Customer terminates the Contract under Clause 10.2 (Termination on Default) clauses 22.1, 22.2 or 22.3 and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clauses 22.1, 22.2 or 22.3, no further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where . Subject to clause 21, where the Authority Customer terminates the Contract under Clause 10.3 clause 22.4 (Break), (subject to Clause 9Voluntary termination), the Authority Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure (not including loss of profit) which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps steps, consistent with the obligation to provide the Services during the period of notice, to mitigate such loss. Where the Supplier holds insuranceWithin twenty (20) Working Days after service of a notice under clause 22.4 (Voluntary termination), the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 clause 22.4 (Break). 10.4.3 Voluntary termination) to be updated only in respect of ongoing costs each week until the Contract is terminated. The Authority Customer shall not be liable under Clause 10.4.2 clause 23.2 to pay any sum which:- (a) which: was claimable claimed under insurance held by the Supplier, and ; or represents profit for the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policyany Sub-contractor; or (b) or when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Unless otherwise required by Law, on the termination of the Contract for any reason, the Supplier shall: immediately return to the Customer all Confidential Information, Personal Data and Customer’s Pre‑Existing IPRs and the Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or sub‑contractors, which was obtained or produced in the course of providing the Services; cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier; on the earlier of the receipt of the Customer's written instructions or twelve (12) months after the date of expiry or termination, destroy all copies of the Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed; immediately deliver to the Customer all Property (including materials, documents, information and access keys) provided to the Supplier under clause 5.2. Such property shall be handed back to the Customer in good working order (allowance shall be made for reasonable wear and tear); assist and co‑operate with the Customer to ensure an orderly transition of the provision of the Services to the Replacement Supplier and/or the completion of any work in progress; and promptly provide all information concerning the provision of the Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Customer or the Replacement Supplier to conduct due diligence. If the Supplier fails to comply with clause 23.4.1 and 23.4.6, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub‑contractors where any such items may be held. Where the Customer terminates the Contract under clauses 22.1, 22.2 or 22.3, the Supplier shall provide all assistance under clause 23.4.5 and 23.4.6 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. At the end of the Contract Period (howsoever arising): the licence granted pursuant to clause 12.1.1 shall automatically terminate without the need to serve notice; and at the request of the Customer, the Supplier shall promptly arrange and participate in a post contract review with the Customer to consider all aspects of the provision of the Services. Save as otherwise expressly provided in the Contract:- (a) Contract: termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under Clauses 5.2 clauses 5.6 (Exit Planning), 13.2 (Payment and VAT),, 13.3 (Recovery of Sums Due), 18 (Intellectual Property Rights), 19.5 (Protection of Personal Data), 19.6 (Confidentiality), 19.7 (Official Secrets Acts 1911 to 1989), 19.8 (Freedom of Information), 21 (Liabilities), 23 (Consequences of Expiry or Termination), 27 (Prevention of Corruption), 28 (Records and Audit Access), 35 (Cumulative Remedies), 41 (Conflicts of Interest) and 45 (Disputes and Law).

Consequences of Expiry or Termination. 10.4.1 Where Subject to the Authority limits set out in clause 7, where the Customer terminates the Contract under Clause 10.2 8.2 (Termination on Default) and then makes other arrangements for the supply of Goods and/or the Services, the Authority Customer may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 8.2 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Service Provider until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where . Subject to Clause 7, where the Authority Customer terminates the Contract under Clause 10.3 8.3 (Break), (subject to Clause 9), the Authority Customer shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Service Provider by reason of the termination of the Contract, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Service Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 8.3 (Break). 10.4.3 . The Authority Customer shall not be liable under Clause 10.4.2 8.5.2 to pay any sum which:- (a) which:- was claimable under insurance held by the SupplierService Provider, and the Supplier Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or when added to any sums paid or due to the Supplier Service Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . Save as otherwise expressly provided in the Contract:- (a) Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Service Provider under [Clauses 5.2 3.2 (Payment and VAT),, 3.3 (Recovery of Sums Due), 4.1 (Prevention of Corruption), 5.1 (Data Protection Act), 5.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 5.3 (Confidential Information), 5.4 (Freedom of Information), 5.7 (Intellectual Property Rights), 5.8 (Records and Audit Access), 6.8 (Cumulative Remedies), 7.1 (Liability, Indemnity and Insurance), 7.2 (Professional Indemnity), 8.5 (Consequences of Expiry or Termination), 8.7 (Recovery upon Termination) and 9.1 (Governing Law and Jurisdiction)].

Consequences of Expiry or Termination. 10.4.1 39.1. Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) clause 37 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Supplier Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clause 38, no further payments shall be payable by the Authority to the Supplier Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making those the other arrangementsarrangements envisaged under this clause. 10.4.2 Where 39.2. Subject to clause 34, where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9)clause 38, the Authority shall indemnify the Supplier Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss by to the Supplier Contractor by reason of the termination of the Contract, provided that the Supplier Contractor takes all reasonable steps to mitigate such loss. Where the Supplier Contractor holds insurance, the Supplier Authority shall reduce its only indemnify the Contractor for those unavoidable direct costs that are not covered by any the insurance sums available. The Supplier Contractor shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break).fully 10.4.3 39.3. The Authority shall not be liable under Clause 10.4.2 clause 39.2 to pay any sum which:-which: (a) 39.3.1. was claimable under insurance held by the SupplierContractor, and the Supplier Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or; (b) 39.3.2. when added to any sums paid or due to the Supplier Contractor under the Contract, exceeds the total sum that would have been payable to the Supplier Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or 39.3.3. is a claim by the Contractor for loss of profit, due to early termination of the Contract. 10.4.4 39.4. In the event of any termination or expiry of the Contract: 39.4.1. the Authority shall be entitled to obtain a refund of the Contract Price paid by the Authority in respect of any part of the Contract which has not been performed by the Contractor; 39.4.2. the Contract Price shall be reduced on a pro rata basis where any part of the Contract is terminated, and the remaining parts of the Contract shall continue to be performed for the remainder of the Contract Period; 39.4.3. the Contractor shall return to the Authority all Property and all other items belonging to the Authority in its possession (save for copies required by the Contractor for statutory audit or archive purposes); 39.4.4. subject to the payment of the appropriate portion of the Contract Price the Contractor shall provide the Authority with a copy of all deliverables undertaken to date (whether completed or not) in its state at that time and, at the Authority’s option, return or destroy all other copies in the Contractor’s possession or control; and 39.4.5. the Contractor shall at the Authority’s request novate any agreements between the Contractor and any third parties that are relevant to the receipt of the Goods or Services by the Authority. 39.5. Upon expiry or termination of all or any part of the Contract, the Contractor shall provide all reasonable assistance and information to the Authority (and 39.6. Save as otherwise expressly provided in the Contract:-Contract: (a) 39.6.1. termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) 39.6.2. termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier Contractor under Clauses 5.2 clauses 9 (Prevention of Fraud and Prevention of Corruption), 11 (Payment and VAT),, 12 (Recovery of Sums Due), 16 (Rights of Third Parties), 17 and 18 (Authority Data and Protection of Personal Data), 19 (Freedom of Information), 20 (Confidentiality), 21 (Official Secrets Acts 1911-1989), 23 (Intellectual Property Rights), 25 (Audit), 30 (Remedies Cumulative), 34 (Liability, Indemnity and Insurance), 35 (Warranties and Representations), 39 (Consequences of Expiry or Termination), 41 (Recovery upon Termination), 43 (Governing Law), 44 (Dispute Resolution) and clause A12 of the Special Conditions (Professional Indemnity).

Consequences of Expiry or Termination. 10.4.1 58.1 Where the Authority CLIENT terminates the Contract under Clause 10.2 55 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority CLIENT may recover from the Supplier SERVICE PROVIDER the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority CLIENT throughout the remainder of the Contract Period. The Authority CLIENT shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a Statement of Work is terminated under Clause 10.2 55 (Termination on Default), no further payments shall be payable by the Authority CLIENT to the Supplier SERVICE PROVIDER until the Authority CLIENT has established the final cost of making those other arrangements. 10.4.2 58.2 Where the Authority CLIENT terminates the Contract under Clause 10.3 56 (Break), (subject to Clause 950), the Authority CLIENT shall indemnify the Supplier SERVICE PROVIDER against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier SERVICE PROVIDER by reason of the termination of the Contract, provided that the Supplier SERVICE PROVIDER takes all reasonable steps to mitigate such loss. Where the Supplier SERVICE PROVIDER holds insurance, the Supplier SERVICE PROVIDER shall reduce its unavoidable costs by any insurance sums available. The Supplier SERVICE PROVIDER shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier SERVICE PROVIDER as a result of termination under Clause 10.3 56 (Break). 10.4.3 58.3 The Authority CLIENT shall not be liable under Clause 10.4.2 58.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierSERVICE PROVIDER, and the Supplier SERVICE PROVIDER has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance insuranc e policy; or (b) when added to any sums paid or due to the Supplier SERVICE PROVIDER under the Contract, exceeds the total sum that would have been payable to the Supplier SERVICE PROVIDER if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),

Consequences of Expiry or Termination. 10.4.1 8.5.1 Where the Authority Council terminates the Contract under Clause 10.2 8.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Council may recover from the Supplier Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Council throughout the remainder of the Contract Period. The Authority Council shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 8.2 (Termination on Default), no further payments shall be payable by the Authority Council to the Supplier Provider until the Authority Council has established the final cost of making those other arrangements. 10.4.2 Where 8.5.2 Subject to Clause 7, where the Authority Council terminates the Contract under Clause 10.3 8.3 (Break), (subject to Clause 9), the Authority Council shall indemnify the Supplier Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Provider by reason of the termination of the Contract, provided that the Supplier Provider takes all reasonable steps to mitigate such loss. Where the Supplier Provider holds insurance, the Supplier Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Provider as a result of termination under Clause 10.3 8.3 (Break). 10.4.3 8.5.3 The Authority Council shall not be liable under Clause 10.4.2 8.5.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierProvider, and the Supplier Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 8.5.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Council or the Supplier Provider under [Clauses 5.2 3.2 (Payment and VAT),

Consequences of Expiry or Termination. 10.4.1 9.5.1 Where the Authority Customer terminates the Contract under Clause 10.2 9.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority Customer may recover from the Supplier Service Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract or a Statement of Work is terminated under Clause 10.2 9.2 (Termination on Default), no further payments shall be payable by the Authority Customer to the Supplier Service Provider until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 9.5.2 Where the Authority Customer terminates the Contract under Clause 10.3 9.3 (Break), (subject to Clause 9)8), the Authority Customer shall indemnify the Supplier Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier Service Provider by reason of the termination of the Contract, provided that the Supplier Service Provider takes all reasonable steps to mitigate such loss. Where the Supplier Service Provider holds insurance, the Supplier Service Provider shall reduce its unavoidable costs by any insurance sums available. The Supplier Service Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier Service Provider as a result of termination under Clause 10.3 9.3 (Break). 10.4.3 9.5.3 The Authority Customer shall not be liable under Clause 10.4.2 9.5.2 to pay any sum which:- (a) was claimable under insurance held by the SupplierService Provider, and the Supplier Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier Service Provider under the Contract, exceeds the total sum that would have been payable to the Supplier Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 9.5.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier Service Provider under Clauses 5.2 4.2 (Payment and VAT), 4.3 (Recovery of Sums Due), 5.1 (Prevention of Corruption), 6.1 (Data Protection Act), 6.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 6.3 (Confidential Information),

Consequences of Expiry or Termination. 10.4.1 Where 35.1 Notwithstanding the service of a notice to terminate this Dynamic Purchasing System Agreement, the Supplier shall continue to fulfil its obligations under this Dynamic Purchasing System Agreement until the date of expiry or termination of this Dynamic Purchasing System Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Dynamic Purchasing System Agreement shall not cause any Contracts to terminate automatically. For the avoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Contract and the Supplier shall continue to pay any Management Levy due to the Authority in relation to such Contracts, notwithstanding the termination or expiry of this Dynamic Purchasing System Agreement. 35.3 If the Authority terminates the Contract this Dynamic Purchasing System Agreement under Clause 10.2 33.2 (Termination on Material Default) and then makes other arrangements for the supply of Servicesthe Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority may recover from the Supplier in full upon demand for the cost reasonably incurred of making those other arrangements procuring, implementing and operating any additional expenditure incurred by alternative or replacement goods and/or services to the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), Goods and/or Services and no further payments shall be payable by the Authority to the Supplier until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 35.4 Within ten (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason 10) Working Days of the date of termination or expiry of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurancethis Dynamic Purchasing System Agreement, the Supplier shall reduce return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its unavoidable costs by any insurance sums available. The Supplier shall submit then current format or in a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred format nominated by the Supplier Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Dynamic Purchasing System Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as a result of termination under Clause 10.3 (BreakApproved by the Authority and is reasonably necessary for such compliance). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination 35.5 Termination or expiry of the Contract this Dynamic Purchasing System Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract this Dynamic Purchasing System Agreement prior to termination or expiration and nothing in expiry. 35.6 Termination or expiry of this Dynamic Purchasing System Agreement shall be without prejudice to the Contract shall prejudice the right survival of either Party any provision of this Dynamic Purchasing System Agreement which expressly (or by implication) is to recover any amount outstanding at such be performed or observed notwithstanding termination or expiry; andexpiry of this Dynamic Purchasing System Agreement, including the provisions of: 35.6.1 Clauses 1 (b) termination Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Dynamic Purchasing System Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Levy), 22 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of the Contract shall not affect the continuing rightsManagement Information), remedies or obligations of the Authority or the Supplier under Clauses 5.2 27.2 (Payment and VATConfidentiality), 27.3 (Transparency),

Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),, 5.3 (Recovery of Sums Due), 6.1 (Prevention of Corruption), 7.1 (Data Protection Act), 7.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 7.3 (Confidential Information), 9.1 (Liability, Indemnity and Insurance), 9.2 (Professional Indemnity), 10.4 (Consequences of Termination), and 11.1 (Governing Law).

Consequences of Expiry or Termination. 10.4.1 Where the Authority Customer terminates the Contract under Clause 10.2 (Termination on Default) clauses 22.1, 22.2 or 22.3 and then makes other arrangements for the supply of the Services, the Authority Customer may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority Customer throughout the remainder of the Contract Period. The Authority Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default)clauses 22.1, 22.2 or 22.3, no further payments shall be payable by the Authority Customer to the Supplier until the Authority Customer has established the final cost of making those other arrangements. 10.4.2 Where . Subject to clause 21, where the Authority Customer terminates the Contract under Clause 10.3 clause 22.4 (Break), (subject to Clause 9Voluntary termination), the Authority Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure (not including loss of profit) which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps steps, consistent with the obligation to provide the Services during the period of notice, to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Within twenty (20) Working Days after service of a notice under clause 22.4 (Voluntary termination), the Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 clause 22.4 (Break). 10.4.3 Voluntary termination) to be updated only in respect of ongoing costs each week until the Contract is terminated. The Authority Customer shall not be liable under Clause 10.4.2 clause 23.2 to pay any sum which:- (a) which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) or represents profit for the Supplier or any Sub-contractor; or when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 . On the termination of the Contract for any reason, the Supplier shall: immediately return to the Customer all Confidential Information, Personal Data and Customer’s Pre‑Existing IPRs and the Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or sub‑contractors, which was obtained or produced in the course of providing the Services; cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier; on the earlier of the receipt of the Customer's written instructions or twelve (12) months after the date of expiry or termination, destroy all copies of the Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed; immediately deliver to the Customer all Property (including materials, documents, information and access keys) provided to the Supplier under clause 5.2. Such property shall be handed back to the Customer in good working order (allowance shall be made for reasonable wear and tear); assist and co‑operate with the Customer to ensure an orderly transition of the provision of the Services to the Replacement Supplier and/or the completion of any work in progress; and promptly provide all information concerning the provision of the Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Customer or the Replacement Supplier to conduct due diligence. If the Supplier fails to comply with clause 23.4.1 and 23.4.6, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub‑contractors where any such items may be held. Where the Customer terminates the Contract under clauses 22.1, 22.2 or 22.3, the Supplier shall provide all assistance under clause 23.4.5 and 23.4.6 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. At the end of the Contract Period (howsoever arising): the licence granted pursuant to clause 12.1.1 shall automatically terminate without the need to serve notice; and the Supplier shall promptly arrange and participate in a post contract review with the Customer to consider all aspects of the provision of the Services. Save as otherwise expressly provided in the Contract:- (a) Contract: termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and (b) and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority Customer or the Supplier under Clauses 5.2 clauses 5.6 (Exit Planning), 13.2 (Payment and VAT),, 13.3 (Recovery of Sums Due), 18 (Intellectual Property Rights), 19.5 (Protection of Personal Data), 19.6 (Confidentiality), 19.7 (Official Secrets Acts 1911 to 1989), 19.8 (Freedom of Information), 21 (Liabilities), 23 (Consequences of Expiry or Termination), 27 (Prevention of Corruption), 28 (Records and Audit Access), 34 (Cumulative Remedies), 40 (Conflicts of Interest) and 44 (Disputes and Law).