Common use of Consequences of Expiry or Termination Clause in Contracts

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 (Intellectual Property Rights), 24.1 (Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom of Information), 24.5 (Protection of Personal Data), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Termination), 33 (Compliance), 35 (Waiver and Cumulative Remedies), 37 (Prevention of Fraud and Bribery), 39 (Severance), 41 (Entire Agreement), 42 (Third Party Rights), 43 (Notices), 44 (Complaints Handling), 45 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework Prices), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 34.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3234. 32.2 34.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 34.3 If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 34.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 34.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 34.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 34.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 34.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesCharging Structure), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 34.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 320. 32.2 34.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 34.3 If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement or services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 34.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 34.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 34.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 34.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 0 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 0 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 0 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 34.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), Improvement) [,13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), and 17 (Commercially Sensitive Information) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 34. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 27.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3227. 32.2 27.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 27.3 If the Authority terminates this Framework Agreement under Clause 25.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 27.4 Within ten thirty (1030) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 27.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 27.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 27.6.1 Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 14 (Records, Audit Access and Open Book Data), 17 16 (Management Charge), 20 (Financial Distress), 23 19 (Intellectual Property Rights), 24.1 20.1 (Provision of Management Information), 24.2 20.2 (Confidentiality), 24.3 20.3 (Transparency), 24.4 20.4 (Freedom of Information), 24.5 20.5 (Protection of Personal Data), 27 22 (Liability), 28 23 (Insurance), 32 27 (Consequences of Expiry or Termination), 33 28 (Compliance), 35 30 (Waiver and Cumulative Remedies), 37 32 (Prevention of Fraud and Bribery), 39 33 (Severance), 41 34 (Entire Agreement), 42 35 (Third Party Rights), 43 36 (Notices), 44 37 (Complaints Handling), 45 38 (Dispute Resolution) and 46 40 (Governing Law and Jurisdiction); and 32.5.2 27.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework Prices), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 11 (Template Guarantee) 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 13 (Commercially Sensitive Information) and 20 15 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 30. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off AgreementsOff, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Fund terminates this Framework Agreement under Clause 28.1 (Termination on material Default) and then makes other arrangements for the supply of the Goods and/or Services, the Supplier shall indemnify the Fund in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Fund until the Fund has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority Fund any and all of the AuthorityFund’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityFund, and any other information and all copies thereof owned by the AuthorityFund, 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority Fund and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Framework Agreement Performance), 15 16 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 21 (Intellectual Property Rights), 24.1 22.1 (Provision of Management Information), 24.2 22.2 (Confidentiality), 24.3 22.3 (Transparency), 24.4 22.4 (Freedom of Information), 24.5 22.5 (Protection of Personal Data), 27 25 (Liability), 28 26 (Insurance), 32 30 (Consequences of Expiry or Termination), 33 Termination),31 (Compliance), 35 333 (Waiver and Cumulative Remedies), 37 355 (Prevention of Fraud and Bribery), 39 377 (Severance), 41 399 (Entire Agreement), 42 40 (Third Party Rights), 43 411 (Notices), 44 422 (Complaints Handling), 45 433 (Dispute Resolution) and 46 444 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's Suppliers possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge)) , 20 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 34. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement Services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 19 (Records, Audit Access and Open Book Data), 17 21 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 35. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge)) , 20 23 (Financial Distress)) , 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.4 (Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 Requirements),16 (Financial Distress), 17 (Commercially Sensitive Information) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge or Retrospective Rebate due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's Suppliers possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 ) ,23 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 . Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 (Intellectual Property Rights), 24.1 (Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom of Information), 24.5 (Protection of Personal Data), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Termination), 33 (Compliance), 35 (Waiver and Cumulative Remedies), 37 (Prevention of Fraud and Bribery), 39 (Severance), 41 (Entire Agreement), 42 (Third Party Rights), 43 (Notices), 44 (Complaints Handling), 45 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 86. Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 79.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 15 (Representations and Warranties), 9 19 (Cyber Essentials Scheme Condition), 25 (Framework Agreement Performance), 15 42 (Records, Audit Access and Open Book Data), 17 51 (Management Charge), 20 (Financial Distress), 23 62 (Intellectual Property Rights), 24.1 63.1 (Provision of Management Information), 24.2 63.2 (Confidentiality), 24.3 63.3 (Transparency), 24.4 63.3 (Transparency and Freedom of Information), 24.5 63.4 (Protection of Personal Data), 27 71 (Liability), 28 74 (Insurance), 32 86 (Consequences of Expiry or Termination), 33 93 (Compliance), 35 99 (Waiver and Cumulative Remedies), 37 104 (Prevention of Fraud and Bribery), 39 110 (Severance), 41 116 (Entire Agreement), 42 120 (Third Party Rights), 43 126 (Notices), 44 132 (Complaints Handling), 45 136 (Dispute Resolution) and 46 139 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 33. Termination or expiry of this Framework 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 Charge due to the Authority CCS in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If CCS terminates this Framework Agreement under Clause 31.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify CCS in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by CCS until CCS has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority CCS any and all of the AuthorityCCS’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityCCS, and any other information and all copies thereof owned by the AuthorityCCS, 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority CCS and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 (Financial Distress), 23 24 (Intellectual Property Rights), 24.1 25.1 (Provision of Management Information), 24.2 25.2 (Confidentiality), 24.3 25.3 (Transparency), 24.4 25.4 (Freedom of Information), 24.5 25.5 (Protection of Personal DataData Protection), 27 28 (Liability), 28 29 (Insurance), 32 33 (Consequences of Expiry or Termination), 33 34 (Compliance), 35 36 (Waiver and Cumulative Remedies), 37 38 (Prevention of Fraud and Bribery), 39 40 (Severance), 41 42 (Entire Agreement), 42 43 (Third Party Rights), 43 44 (Notices), 44 45 (Complaints Handling), 45 46 (Dispute Resolution) and 46 47 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 15 (Commercially Sensitive Information) and 20 18 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 35. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge)) ,23 NOT USED ,Error: Reference source not found NOT USED, 20 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.4 (Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or and Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking)) , 13 (Guarantee)], 14 (Insurance Requirements)) , 15 NOT USED, 16 (Financial Distress)NOT USED, 17 (Commercially Sensitive Information) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition and Check Compliant Penetration Testing), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 27.4 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority CCS in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If CCS terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to the Customer, the Supplier shall indemnify CCS in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services and no further payments shall be payable by CCS until CCS has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority CCS any and all of the AuthorityCCS’s Confidential Information in the Supplier's Suppliers possession, power or control, either in its then current format or in a format nominated by the AuthorityCCS, and any other information and all copies thereof owned by the AuthorityCCS, 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority CCS and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 ) ,23 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 (Protection of Personal Data), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Termination), 33 (Compliance), 35 (Waiver and Cumulative Remedies), 37 (Prevention of Fraud and Bribery), 39 (Severance), 41 (Entire Agreement), 42 (Third Party Rights), 43 (Notices), 44 (Complaints Handling), 45 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework Prices), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW,

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress)) , 23 (Intellectual Property Rights), 24.1 (Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom of Information), 24.5 (Protection of Personal Data), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Termination), 33 (Compliance), 35 (Waiver and Cumulative Remedies), 37 (Prevention of Fraud and Bribery), 39 (Severance), 41 (Entire Agreement), 42 (Third Party Rights), 43 (Notices), 44 (Complaints Handling), 45 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 35. Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 27.4 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 34. Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority CCS in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If CCS terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Buyers, the Supplier shall indemnify CCS in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by CCS until CCS has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority CCS any and all of the AuthorityCCS’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityCCS, and any other information and all copies thereof owned by the AuthorityCCS, 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority CCS and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 23.6 (Financial DistressIncome Tax and National Insurance Contributions), 23 24 (Intellectual Property Rights), 24.1 25.1 (Provision of Management Information), 24.2 25.2 (Confidentiality), 24.3 25.3 (Transparency), 24.4 25.4 (Freedom of Information), 24.5 25.5 (Protection of Personal DataData Protection), 27 28 (Liability), 28 29 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 15 (Commercially Sensitive Information) and 20 18 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 . Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 (Intellectual Property Rights), 24.1 (Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom of Information), 24.5 (Protection of Personal Data), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Termination), 33 (Compliance), 35 (Waiver and Cumulative Remedies), 37 (Prevention of Fraud and Bribery), 39 (Severance), 41 (Entire Agreement), 42 (Third Party Rights), 43 (Notices), 44 (Complaints Handling), 45 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework Prices), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 34. Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement Services to the Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 8.3 Cyber Essentials Scheme Condition), 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge)) , 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Framework, Service and Security Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and BenchmarkingXxxxxxxxxxxx) ,00 (Xxxxxxxxx), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress)) ,, 17 (Commercially Sensitive Information) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 35. Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 27.4 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 34. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 Benchmarking),14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 34.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3234. 32.2 34.2 Termination or expiry of this Framework Agreement shall not cause any Call Call- Off Agreements to terminate automatically. For the avoidance of doubt, all Call Call- Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Call-Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Call-Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 34.3 If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 34.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 34.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 34.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 34.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 Error! Reference source not found. (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 34.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 34. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge)) , 20 22 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and BenchmarkingXxxxxxxxxxxx) ,00 (Xxxxxxxxx), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 . Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 30.2 (Termination on Material Default) or 30.3 (Termination for Failure to Agree a Variation) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 (Intellectual Property Rights), 24.1 (Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom of Information), 24.5 (Protection of Personal Data), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Termination), 33 (Compliance), 35 (Waiver and Cumulative Remedies), 37 (Prevention of Fraud and Bribery), 39 (Severance), 41 (Entire Agreement), 42 (Third Party Rights), 43 (Notices), 44 (Complaints Handling), 45 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework Prices), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) ,13 (Template Guarantee)], ) 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 ) ,23 (Financial Distress), 23 ) 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 27.4 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 34. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesCharging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 35. Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 27.4 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to CSL, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 ) ,23 (Financial Distress), 23 ) 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 27.4 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement and/ or Lease Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 ) ,23 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.4 (Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 34. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 0 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 34.1.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 22 (Financial Distress), 23 (Obligations to Assist on Re-tendering of Services), 25 (Intellectual Property Rights), 24.1 0 (Provision of Management Information), 24.2 0 (Confidentiality), 24.3 0 (Transparency), 24.4 0 (Freedom of Information), 24.5 0 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 34.1.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) ,13 (Guarantee)], 14 (Insurance Requirements) ,15 (Staff Transfer), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clauses 33.2 (Termination on Material Default), 33.3 (Termination for breach of KPI’s) or 33.4 (Termination on revocation of water Licence) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 23 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.4 (Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 (Intellectual Property Rights), 24.1 (Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom of Information), 24.5 (Protection of Personal DataData Protection), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Termination), 33 (Compliance), 35 (Waiver and Cumulative Remedies), 37 (Prevention of Fraud and Bribery), 39 (Severance), 41 (Entire Agreement), 42 (Third Party Rights), 43 (Notices), 44 (Complaints Handling), 45 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework Prices), 7 (Key Sub- ContractorsSubContractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 . Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 30.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), ) 23 (Intellectual Property Rights), 24.1 (Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom of Information), 24.5 (Protection of Personal Data), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Termination), 33 (Compliance), 35 (Waiver and Cumulative Remedies), 37 (Prevention of Fraud and Bribery), 39 (Severance), 41 (Entire Agreement), 42 (Third Party Rights), 43 (Notices), 44 (Complaints Handling), 45 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 34.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3234. 32.2 34.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 34.3 If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 34.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 34.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 34.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 34.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 34.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 19 (TenderBid). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. [ref: Q&A 117] 32.3 If the Authority terminates this Framework Agreement under Clause 30.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 32.3 32.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 32.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 32.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 32.6.1 Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), ) 23 (Intellectual Property Rights), 24.1 (Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom of Information), 24.5 (Protection of Personal Data), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Termination), 33 (Compliance), 35 (Waiver and Cumulative Remedies), 37 (Prevention of Fraud and Bribery), 39 (Severance), 41 (Entire Agreement), 42 (Third Party Rights), 43 (Notices), 44 (Complaints Handling), 45 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 32.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and services to the Goods and Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 ) ,23 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.4 (Freedom of Information), 24.5 27.5 (Protection of Personal DataData Protection), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or and Services and Key Performance Indicators), 3 (Framework Prices), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 15 (Staff Transfer)] [, 16 (Financial Distress)], 17 (Commercially Sensitive Information) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAWLAW‌

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework 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. 35.3 If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Authorities, the Supplier shall continue to pay any Management Charge due to indemnify the Authority in relation full upon demand for the cost of procuring and implementing any alternative or replacement Services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreementcost. 32.3 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.4 (Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 82. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 75.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 15 (Representations and Warranties), 9 21 (Framework Agreement Performance), 15 40 (Records, Audit Access and Open Book Data), 17 47 (Management Charge), 20 (Financial Distress), 23 59 (Intellectual Property Rights), 24.1 60.1 (Provision of Management Information), 24.2 60.2 (Confidentiality), 24.3 60.3 (Transparency), 24.4 60.4 (Freedom of Information), 24.5 60.5 (Protection of Personal Data), 27 68 (Liability), 28 70 (Insurance), 32 82 (Consequences of Expiry or Termination), 33 89 (Compliance), 35 95 (Waiver and Cumulative Remedies), 37 100 (Prevention of Fraud and Bribery), 39 106 (Severance), 41 112 (Entire Agreement), 42 116 (Third Party Rights), 43 122 (Notices), 44 128 (Complaints Handling), 45 132 (Dispute Resolution) and 46 135 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesCharging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 36.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3236. 32.2 36.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 36.3 If the Authority terminates this Framework Agreement under Clause 34.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 36.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 36.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 36.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 36.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 19 (Records, Audit Access and Open Book Data), 17 21 (Management Charge), 20 ) ,24 (Financial Distress), 23 ) 27 (Intellectual Property Rights), 24.1 28.1 (Provision of Management Information), 24.2 28.2 (Confidentiality), 24.3 28.3 (Transparency), 24.4 28.3 (Transparency and Freedom of Information), 24.5 28.4 (Protection of Personal Data), 27 31 (Liability), 28 32 (Insurance), 32 36 (Consequences of Expiry or Termination), 33 38 (Compliance), 35 40 (Waiver and Cumulative Remedies), 37 42 (Prevention of Fraud and Bribery), 39 44 (Severance), 41 46 (Entire Agreement), 42 47 (Third Party Rights), 43 48 (Notices), 44 49 (Complaints Handling), 45 50 (Dispute Resolution) and 46 51 (Governing Law and Jurisdiction); and 32.5.2 36.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 ), 21 (Tender), 23 (Exit Management) and 25 (Security). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 34. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework Agreement shall not cause any Call Call-Off Agreements to terminate automatically. For the avoidance of doubt, all Call Call-Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Call-Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Call-Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clause 33.1 (Termination on Material Default) and then makes other arrangements for the supply of the Vehicle Hire Services to Authority(s), the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement to the Vehicle Hire Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 ) 23 (Financial Distress), 23 ) 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.4 (Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Vehicle Hire Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework 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) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 23 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.4 (Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) [,13 (Guarantee)], 14 (Insurance Requirements), 16 Requirements),16 (Financial Distress), 17 (Commercially Sensitive Information) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 35. Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 27.4 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 30. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 28.1 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement Services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 8 (Cyber Essentials Scheme Condition), 10 (Framework Agreement Performance), 15 16 (Records, Audit Access and Open Book Data), 17 18 (Management Charge)) , 20 (Financial Distress), 23 21 (Intellectual Property Rights), 24.1 22.1 (Provision of Management Information), 24.2 22.2 (Confidentiality), 24.3 22.3 (Transparency), 24.4 22.4 (Freedom of Information), 24.5 22.5 (Protection of Personal Data), 27 25 (Liability), 28 26 (Insurance), 32 30 (Consequences of Expiry or Termination), 33 31 (Compliance), 35 33 (Waiver and Cumulative Remedies), 37 35 (Prevention of Fraud and Bribery), 39 37 (Severance), 41 39 (Entire Agreement), 42 40 (Third Party Rights), 43 41 (Notices), 44 42 (Complaints Handling), 45 43 (Dispute Resolution) and 46 44 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), , 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 14 (Commercially Sensitive Information) and 20 18 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 24. Termination or expiry of this Framework Agreement shall not cause any Call Call-Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Call-Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Call-Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority CCS in relation to such Call Call-Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority CCS any and all of the AuthorityCCS’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityCCS, and any other information and all copies thereof owned by the AuthorityCCS, 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority CCS and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 5 (Representations and Warranties), 9 7 (Framework Agreement Performance), 15 11 (Records, Records and Audit Access and Open Book DataAccess), 17 13 (Management Charge), 20 15.6 (Financial DistressIncome Tax and National Insurance Contributions), 23 16 (Intellectual Property Rights), 24.1 17 (Call-Off Contract Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom and Protection of Information), 24.5 (Protection of Personal Data), 27 20 (Liability), 28 21 (Insurance), 32 24 (Consequences of Expiry or Termination), 33 25 (Compliance), 35 27 (Waiver and Cumulative Remedies), 37 29 (Prevention of Fraud and Bribery), 39 31 (Severance), 41 33 (Entire Agreement), 42 34 (Third Party Rights), 43 35 (Notices), 44 36 (Complaints Handling), 45 37 (Dispute Resolution) and 46 38 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance IndicatorsServices), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework Management), 9 8 (Management Information), 10 9 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 11 (Insurance Requirements), 16 (Financial Distress), 17 12 (Commercially Sensitive Information) and 20 13 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 64. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 57.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten thirty (1030) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 13 (Representations and Warranties), 9 20 (Framework Agreement Performance), 15 30 (Records, Audit Access and Open Book Data), 17 37 (Management Charge), 20 (Financial Distress), 23 43 (Intellectual Property Rights), 24.1 44.1 (Provision of Management Information), 24.2 44.2 (Confidentiality), 24.3 44.3 (Transparency), 24.4 44.4 (Freedom of Information), 24.5 44.5 (Protection of Personal Data), 27 50 (Liability), 28 52 (Insurance), 32 64 (Consequences of Expiry or Termination), 33 71 (Compliance), 35 77 (Waiver and Cumulative Remedies), 37 82 (Prevention of Fraud and Bribery), 39 84 (Severance), 41 88 (Entire Agreement), 42 92 (Third Party Rights), 43 98 (Notices), 44 103 (Complaints Handling), 45 107 (Dispute Resolution) and 46 112 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework Prices), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 11 (Template Guarantee) 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 13 (Commercially Sensitive Information) and 20 15 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 33.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3233. 32.2 33.2 Termination or expiry of this Framework Agreement shall not cause any Call Call- Off Agreements to terminate automatically. For the avoidance of doubt, all Call Call- Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Call-Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Call-Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 33.3 If the Authority terminates this Framework Agreement under Clause 31.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 33.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 33.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 33.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 33.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 24 (Intellectual Property Rights), 24.1 25.1 (Provision of Management Information), 24.2 25.2 (Confidentiality), 24.3 25.3 (Transparency), 24.4 25.4 (Freedom of Information), 24.5 25.5 (Protection of Personal Data), 27 28 (Liability), 28 29 (Insurance), 32 33 (Consequences of Expiry or Termination), 33 34 (Compliance), 35 36 (Waiver and Cumulative Remedies), 37 38 (Prevention of Fraud and Bribery), 39 40 (Severance), 41 42 (Entire Agreement), 42 43 (Third Party Rights), 43 44 (Notices), 44 45 (Complaints Handling), 45 46 (Dispute Resolution) and 46 47 (Governing Law and Jurisdiction); and 32.5.2 33.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and BenchmarkingXxxxxxxxxxxx) ,00 (Xxxxxxxxx), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 30. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 21 (Intellectual Property Rights), 24.1 22.1 (Provision of Management Information), 24.2 22.2 (Confidentiality), 24.3 22.3 (Transparency), 24.4 22.4 (Freedom of Information), 24.5 22.5 (Protection of Personal Data), 27 25 (Liability), 28 26 (Insurance), 32 30 (Consequences of Expiry or Termination), 33 31 (Compliance), 35 33 (Waiver and Cumulative Remedies), 37 35 (Prevention of Fraud and Bribery), 39 37 (Severance), 41 39 (Entire Agreement), 42 40 (Third Party Rights), 43 41 (Notices), 44 42 (Complaints Handling), 45 43 (Dispute Resolution) and 46 44 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) ,13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 15 (Commercially Sensitive Information) and 20 18 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 35. Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge and GCS Levy due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and services to the Goods and Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 ) ,23 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.3 (Transparency and Freedom of Information), 24.5 27.4 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or and Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 21 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 If the Authority terminates this Framework Agreement under Clause 33.1 (Termination on Material Default) and then makes other arrangements for the supply of the Services to ContractingAuthorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 35.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 11 (Framework Agreement Performance), 15 18 (Records, Audit Access and Open Book Data), 17 20 (Management Charge), 20 (Financial Distress), 23 26 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.4 (Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 30.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3230. 32.2 30.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 30.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 30.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 30.5 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 30.5.1 Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 21 (Intellectual Property Rights), 24.1 22.1 (Provision of Management Information), 24.2 22.2 (Confidentiality), 24.3 22.3 (Transparency), 24.4 22.4 (Freedom of Information), 24.5 22.5 (Protection of Personal Data), 27 25 (Liability), 28 26 (Insurance), 32 30 (Consequences of Expiry or Termination), 33 31 (Compliance), 35 33 (Waiver and Cumulative Remedies), 37 35 (Prevention of Fraud and Bribery), 39 37 (Severance), 41 39 (Entire Agreement), 42 40 (Third Party Rights), 43 41 (Notices), 44 42 (Complaints Handling), 45 43 (Dispute Resolution) and 46 44 (Governing Law and Jurisdiction); and 32.5.2 30.5.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) ,13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 15 (Commercially Sensitive Information) and 20 18 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 34.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 320. 32.2 34.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 34.3 If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement or services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 34.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 34.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 34.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 34.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 0 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 0 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 0 (Complaints Handling), 45 47 (Dispute Resolution) and 46 48 (Governing Law and Jurisdiction); and 32.5.2 34.6.2 Framework Schedules 2 (Goods and/or r Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 34. Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 25 (Intellectual Property Rights), 24.1 26.1 (Provision of Management Information), 24.2 26.2 (Confidentiality), 24.3 26.3 (Transparency), 24.4 26.4 (Freedom of Information), 24.5 26.5 (Protection of Personal Data), 27 29 (Liability), 28 30 (Insurance), 32 34 (Consequences of Expiry or Termination), 33 35 (Compliance), 35 37 (Waiver and Cumulative Remedies), 37 39 (Prevention of Fraud and Bribery), 39 41 (Severance), 41 43 (Entire Agreement), 42 44 (Third Party Rights), 43 45 (Notices), 44 46 (Complaints Handling), 45 47 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 Benchmarking),13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 33.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3233. 32.2 33.2 Termination or expiry of this Framework Agreement shall not cause any Call Call- Off Agreements to terminate automatically. For the avoidance of doubt, all Call Call- Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Call-Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Call-Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 33.3 If the Authority terminates this Framework Agreement under Clause 31.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 33.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 33.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 33.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 33.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 17 (Records, Audit Access and Open Book Data), 17 19 (Management Charge), 20 (Financial Distress), 23 24 (Intellectual Property Rights), 24.1 25.1 (Provision of Management Information), 24.2 25.2 (Confidentiality), 24.3 25.3 (Transparency), 24.4 25.4 (Freedom of Information), 24.5 25.5 (Protection of Personal Data), 27 28 (Liability), 28 29 (Insurance), 32 33 (Consequences of Expiry or Termination), 33 34 (Compliance), 35 36 (Waiver and Cumulative Remedies), 37 38 (Prevention of Fraud and Bribery), 39 40 (Severance), 41 42 (Entire Agreement), 42 43 (Third Party Rights), 43 44 (Notices), 44 45 (Complaints Handling), 45 46 (Dispute Resolution) and 46 47 (Governing Law and Jurisdiction); and 32.5.2 33.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and BenchmarkingXxxxxxxxxxxx) ,00 (Xxxxxxxxx), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 33. Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call Off Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 31.1.2 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement Services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 10 (Framework Agreement Performance), 15 16 (Records, Audit Access and Open Book Data), 17 18 (Management Charge)) , 20 21 (Financial Distress), 23 ) 24 (Intellectual Property Rights), 24.1 25.1 (Provision of Management Information), 24.2 25.2 (Confidentiality), 24.3 25.3 (Transparency), 24.4 25.4 (Freedom of Information), 24.5 25.5 (Protection of Personal Data), 27 28 (Liability), 28 29 (Insurance), 32 33 (Consequences of Expiry or Termination), 33 34 (Compliance), 35 36 (Waiver and Cumulative Remedies), 37 38 (Prevention of Fraud and Bribery), 39 40 (Severance), 41 42 (Entire Agreement), 42 43 (Third Party Rights), 43 44 (Notices), 44 45 (Complaints Handling), 45 46 (Dispute Resolution) and 46 47 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 Xxxxxxxxxxxx) ,00 (GuaranteeXxxxxxxxx)], 14 (Insurance Requirements), 16 ) ,15 (Staff Xxxxxxxx) ,00 (Financial Distress), 17 (Commercially Sensitive Information) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 . Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Authority terminates this Framework Agreement under Clause 30.2 (Termination on Material Default) or 30.3 (Termination for Failure to Agree a Variation) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 (Intellectual Property Rights), 24.1 (Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom of Information), 24.5 (Protection of Personal Data), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Termination), 33 (Compliance), 35 (Waiver and Cumulative Remedies), 37 (Prevention of Fraud and Bribery), 39 (Severance), 41 (Entire Agreement), 42 (Third Party Rights), 43 (Notices), 44 (Complaints Handling), 45 (Dispute Resolution) and 46 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework Prices), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 30.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3230. 32.2 30.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 30.3 If the Authority terminates this Framework Agreement under Clause 28.1 (Termination on Material Default) and then makes other arrangements for the supply of the Services to Contracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement Services to the Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 30.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 30.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 30.6 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 30.6.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 8 (Cyber Essentials Scheme Condition), 10 (Framework Agreement Performance), 15 16 (Records, Audit Access and Open Book Data), 17 18 (Management Charge)) , 20 (Financial Distress), 23 21 (Intellectual Property Rights), 24.1 22.1 (Provision of Management Information), 24.2 22.2 (Confidentiality), 24.3 22.3 (Transparency), 24.4 22.4 (Freedom of Information), 24.5 22.5 (Protection of Personal Data), 27 25 (Liability), 28 26 (Insurance), 32 30 (Consequences of Expiry or Termination), 33 31 (Compliance), 35 33 (Waiver and Cumulative Remedies), 37 35 (Prevention of Fraud and Bribery), 39 37 (Severance), 41 39 (Entire Agreement), 42 40 (Third Party Rights), 43 41 (Notices), 44 42 (Complaints Handling), 45 43 (Dispute Resolution) and 46 44 (Governing Law and Jurisdiction); and 32.5.2 30.6.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), , 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 14 (Commercially Sensitive Information) and 20 18 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 35.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 3235. 32.2 35.2 Termination or expiry of this Framework 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 Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 35.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 32.4 35.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 35.5 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 35.5.1 Clauses 1 (Definitions and Interpretation), 6 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Framework Agreement Performance), 15 18 (Records, Records and Audit Access and Open Book DataAccess), 17 20 (Management Charge), 20 (Financial Distress), 23 (Intellectual Property Rights), 24.1 27.1 (Provision of Management Information), 24.2 27.2 (Confidentiality), 24.3 27.3 (Transparency), 24.4 27.4 (Freedom of Information), 24.5 27.5 (Protection of Personal Data), 27 30 (Liability), 28 31 (Insurance), 32 35 (Consequences of Expiry or Termination), 33 36 (Compliance), 35 38 (Waiver and Cumulative Remedies), 37 40 (Prevention of Fraud and Bribery), 39 42 (Severance), 41 44 (Entire Agreement), 42 45 (Third Party Rights), 43 46 (Notices), 44 47 (Complaints Handling), 45 48 (Dispute Resolution) and 46 49 (Governing Law and Jurisdiction); and 32.5.2 35.5.2 Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 (Tender). K. MISCELLANEOUS AND GOVERNING LAW

Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32. 32.2 29. Termination or expiry of this Framework 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 Charge due to the Authority Fund in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. 32.3 . If the Fund terminates this Framework Agreement under Clause 27.1 (Termination on Material Default) and then makes other arrangements for the supply of the Goods and/or Services to The Fund, the Supplier shall indemnify the Fund in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services and no further payments shall be payable by the Fund until the Fund has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority Fund any and all of the AuthorityFund’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityFund, and any other information and all copies thereof owned by the AuthorityFund, 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 Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority Fund and is reasonably necessary for such compliance). 32.4 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 32.5 . Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 32.5.1 : Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 8 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 (Intellectual Property Rights), 24.1 21.1 (Provision of Management Information), 24.2 21.2 (Confidentiality), 24.3 21.3 (Transparency), 24.4 21.4 (Freedom of Information), 24.5 21.5 (Protection of Personal Data), 27 24 (Liability), 28 25 (Insurance), 32 29 (Consequences of Expiry or Termination), 33 30 (Compliance), 35 32 (Waiver and Cumulative Remedies), 37 34 (Prevention of Fraud and Bribery), 39 36 (Severance), 41 38 (Entire Agreement), 42 39 (Third Party Rights), 43 40 (Notices), 44 41 (Complaints Handling), 45 42 (Dispute Resolution) and 46 43 (Governing Law and Jurisdiction); and 32.5.2 and Framework Schedules 2 (Goods and/or Services and Key Performance Indicators), 3 (Framework PricesPrices and Charging Structure), 7 (Key Sub- Sub-Contractors), 8 (Framework 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) and 20 19 (Tender). K. MISCELLANEOUS AND GOVERNING LAW