Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services: 9.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract; 9.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and 9.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier. 9.2 Clause 9.1 shall not apply where the Customer terminates the Contract: 9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or 9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement. 9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. 9.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost: 9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services; 9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed. 9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier by the Customer in connection with the Contract provided to the Supplier; 9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services; 9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and 9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence. 9.5 Not used 9.6 Save as otherwise expressly provided in the Contract: 9.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and 9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 14 contracts
Samples: Contract Services, Contract Services, Contract Services
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer Client terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 : the Customer Client may recover from the Supplier Solicitor the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer Client in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 ; the Customer Client shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 and no further payments shall be payable by the Customer Client to the Supplier Solicitor until the Customer Client has established the final cost of making those other arrangements, whereupon the Customer Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Solicitor. Clause 9.1 shall not apply where the Customer Client terminates the Contract:
9.2.1 : solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 or solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such lossthereof. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination of the Contract for any reason, the Supplier Solicitor shall, at the request of the Customer Client and at the SupplierSolicitor’s cost:
9.4.1 : immediately return to the Customer Client all Confidential Information and the Customer‘s Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 ; except where the retention of CustomerClient’s Personal Data is required by Law or regulatory purposesLaw, promptly destroy all copies of the Customer’s Personal Client Data and provide written confirmation to the Customer Client that the data has been destroyed.
9.4.3 . immediately deliver to the Customer Client in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier Solicitor by the Customer Client in connection with the Contract provided to the Supplier;
9.4.4 Solicitor; vacate, and procure that the SupplierSolicitor’s Staff vacate, any premises of the Customer Client occupied for the purposes of providing the Contract Services;
9.4.5 ; return to the Customer Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer Client or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 . Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance with, or the Solicitor fails to comply with any of the terms of the Contract then the Client may (whether or not any part of the Contract Services have been delivered) do any one or more of the following: at the Client’s option, give the Solicitor the opportunity (at the Solicitor's expense) to remedy any failure in the performance of the Services together with any damage resulting from such defect or failure (and where such defect or failure is capable of remedy) and carry out any other necessary work to ensure that the terms of the Contract are fulfilled, in accordance with the Client's instructions; without terminating the Contract, itself supply or procure the supply of all or part of the Contract Services until such time as the Solicitor shall have demonstrated to the reasonable satisfaction of the Client that the Solicitor will once more be able to supply all or such part of the Contract Services in accordance with the Contract; without terminating the whole of the Contract, terminate the Contract in respect of part of the Contracting Services only and thereafter itself supply or procure a third party to supply such part of the Contract Services; and/or charge the Solicitor for, whereupon the Solicitor shall on demand pay, any costs reasonably incurred by the Client (including any reasonable administration costs) in respect of the supply of any part of the Contract Services by the Client or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Solicitor for such part of the Contract Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract Services. Save as otherwise expressly provided in the Contract:
9.6.1 : termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer Client or the Supplier Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (LimitationsLiability and Insurance); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES The Solicitor shall not, and shall procure that its Sub-Contractors shall not, make any press announcements or publicise the Contract in any way without the Client’s prior written approval and shall take reasonable steps to ensure that the Solicitor’s Staff and professional advisors comply with this Clause 10. Any such press announcements or publicity proposed under this Clause 10 shall remain subject to the rights relating to Confidential Information and Commercially Sensitive Information. Subject to the rights in relation to Confidential Information and Commercially Sensitive Information, the Client shall be entitled to publicise the Contract in accordance with any legal obligation upon the Client including any examination of the Contract by the Auditors. The Solicitor shall not do anything or permit to cause anything to be done, which may damage the reputation of the Client or bring the Client into disrepute.
Appears in 7 contracts
Samples: Contract for the Provision of Legal Services, Contract for the Provision of Legal Services, Contract for the Provision of Legal Services
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer Client terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 the Customer Client may recover from the Supplier Solicitor the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer Client in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Customer Client shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no further payments shall be payable by the Customer Client to the Supplier Solicitor until the Customer Client has established the final cost of making those other arrangements, whereupon the Customer Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the SupplierSolicitor.
9.2 Clause 9.1 shall not apply where the Customer Client terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreementthereof.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination of the Contract for any reason, the Supplier Solicitor shall, at the request of the Customer Client and at the SupplierSolicitor’s cost:
9.4.1 9.3.1 immediately return to the Customer Client all Confidential Information and the Customer‘s Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 9.3.2 except where the retention of CustomerClient’s Personal Data is required by Law or regulatory purposesLaw, promptly destroy all copies of the Customer’s Personal Client Data and provide written confirmation to the Customer Client that the data has been destroyed.
9.4.3 9.3.3 immediately deliver to the Customer Client in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier Solicitor by the Customer Client in connection with the Contract provided to the SupplierSolicitor;
9.4.4 9.3.4 vacate, and procure that the SupplierSolicitor’s Staff vacate, any premises of the Customer Client occupied for the purposes of providing the Contract Services;
9.4.5 9.3.5 return to the Customer Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 9.3.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer Client or any replacement Supplier to conduct due diligence.
9.4 Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance with, or the Solicitor fails to comply with any of the terms of the Contract then the Client may (whether or not any part of the Contract Services have been delivered) do any one or more of the following:
9.4.1 at the Client’s option, give the Solicitor the opportunity (at the Solicitor's expense) to remedy any failure in the performance of the Services together with any damage resulting from such defect or failure (and where such defect or failure is capable of remedy) and carry out any other necessary work to ensure that the terms of the Contract are fulfilled, in accordance with the Client's instructions;
9.4.2 without terminating the Contract, itself supply or procure the supply of all or part of the Contract Services until such time as the Solicitor shall have demonstrated to the reasonable satisfaction of the Client that the Solicitor will once more be able to supply all or such part of the Contract Services in accordance with the Contract;
9.4.3 without terminating the whole of the Contract, terminate the Contract in respect of part of the Contracting Services only and thereafter itself supply or procure a third party to supply such part of the Contract Services; and/or
9.4.4 charge the Solicitor for, whereupon the Solicitor shall on demand pay, any costs reasonably incurred by the Client (including any reasonable administration costs) in respect of the supply of any part of the Contract Services by the Client or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Solicitor for such part of the Contract Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract Services.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 9.5.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 9.5.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer Client or the Supplier Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (LimitationsLiability and Insurance); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 5 contracts
Samples: Letter of Appointment, Letter of Appointment, Letter of Appointment
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where 21.1 Where the Customer terminates the Contract pursuant to Clause 8 (Termination) under clauses 20.1, 20.2 or 20.3 and then makes other arrangements for the supply of the Contract Placement Services and Contractor Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under clauses 20.1, 20.2 or 20.3, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.621.2 Unless otherwise required by Law, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of on the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination or expiry of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 21.2.1 immediately return to the Customer all Confidential Information Information, Personal Data and Customer’s IPRs and the Customer‘s Personal Data Bespoke IPRs in its possession or in the possession or under the control of possession, any permitted suppliers or Subsub-Contractorscontractors, which was obtained or produced in the course of providing the Contract Placement Services;
9.4.2 except where 21.2.2 cease to use the retention Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier. The Supplier's obligations under this clause 21.2.2 shall not extend to Customer Data in the possession of the Contractor;
21.2.3 on the earlier of the receipt of the Customer’s Personal Data is required by Law 's written instructions or regulatory purposestwelve (12) months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.. The Supplier's obligations under this clause 21.2.3 shall not extend to Customer Data in the possession of the Contractor;
9.4.3 21.2.4 immediately deliver to the Customer all materials, documents, information and access keys provided to the Supplier. Such property shall be handed back to the Customer in good working order (but subject to allowance shall be made for reasonable wear and tear) all );
21.2.5 assist and co-operate with the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available Customer to ensure an orderly transition of the provision of the Placement Services to the Replacement Supplier by and/or the Customer completion of any work in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising)progress; and
9.4.6 21.2.6 promptly provide all information concerning the provision of the Contract Placement Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Placement Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used21.3 If the Supplier fails to comply with clause 21.2.1 and/or 21.2.4, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-contractors where any such items may be held.
9.6 21.4 Where the Customer terminates the Contract under clauses 20.1, 20.2 or 20.3, the Supplier shall provide all assistance under clause 21.2.5 and 21.2.6 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs.
21.5 At the end of the Contract Period (howsoever arising) at the request of the Customer, the Supplier shall promptly arrange and participate in a post contract review with the Customer to consider all aspects of the provision of the Placement Services.
21.6 Save as otherwise expressly provided in the Contract:
9.6.1 21.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 21.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 clauses 12.2 (Payment and ChargesVAT); Clause 4 , 12.5 (LimitationsRecovery of Sums Due); Clause 5 , 16 (Intellectual Property Rights); Clause 6.1 , 17.5 (Protection of Personal Data); Clause 6.2 , 17.6 (Confidentiality; Clause 6.3 ), 17.7 (Official Secrets ActActs 1911 to 1989); Clause 6.4 , 17.8 (Freedom of Information); Clause 11 , 19 (Liabilities), 21 (Consequences of Expiry or Termination), 23 (Prevention of Bribery and Corruption); Clause 13 , 25 (Prevention Records and Audit Access), 32 (Cumulative Remedies), 38 (Conflicts of FraudInterest) and 42 (Disputes and Law); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 5 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 : the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 ; the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 and no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 . Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 : solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 or solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 . Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 . On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 : immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 ; except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 . immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier by the Customer in connection with the Contract provided to the Supplier;
9.4.4 ; vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 ; return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 . Not used
9.6 used Save as otherwise expressly provided in the Contract:
9.6.1 : termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 3 contracts
Samples: Contract for the Provision of Financial and Commercial Support, Contract Services, Research Support Agreement
Consequences of Expiry or Termination. 9.1
12.1 Subject to Clause 9.2, where the Customer Client terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 12.1.1 the Customer Client may recover from the Supplier Solicitor the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer Client in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 12.1.2 the Customer Client shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 12.1.3 no further payments shall be payable by the Customer Client to the Supplier Solicitor until the Customer Client has established the final cost of making those other arrangements, whereupon the Customer Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the SupplierSolicitor.
9.2 12.2 Clause 9.1 shall not apply where the Customer Client terminates the Contract:
9.2.1 12.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 12.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreementthereof.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 12.3 On the termination of the Contract for any reason, the Supplier Solicitor shall, at the request of the Customer Client and at the SupplierSolicitor’s cost:
9.4.1 12.3.1 immediately return to the Customer Client all Confidential Information and the Customer‘s Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 12.3.2 except where the retention of CustomerClient’s Personal Data is required by Law or regulatory purposesLaw, promptly destroy all copies of the Customer’s Personal Client Data and provide written confirmation to the Customer Client that the data has been destroyed.
9.4.3 12.3.3 immediately deliver to the Customer Client in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier Solicitor by the Customer Client in connection with the Contract provided to the SupplierSolicitor;
9.4.4 12.3.4 vacate, and procure that the SupplierSolicitor’s Staff vacate, any premises of the Customer Client occupied for the purposes of providing the Contract Services;
9.4.5 12.3.5 return to the Customer Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 12.3.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer Client or any replacement Supplier to conduct due diligence.
9.5 Not used12.4 Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance with, or the Solicitor fails to comply with any of the terms of the Contract then the Client may (whether or not any part of the Contract Services have been delivered) do any one or more of the following:
9.6 12.4.1 at the Client’s option, give the Solicitor the opportunity (at the Solicitor's expense) to remedy any failure in the performance of the Services together with any damage resulting from such defect or failure (and where such defect or failure is capable of remedy) and carry out any other necessary work to ensure that the terms of the Contract are fulfilled, in accordance with the Client's instructions;
12.4.2 without terminating the Contract, itself supply or procure the supply of all or part of the Contract Services until such time as the Solicitor shall have demonstrated to the reasonable satisfaction of the Client that the Solicitor will once more be able to supply all or such part of the Contract Services in accordance with the Contract;
12.4.3 without terminating the whole of the Contract, terminate the Contract in respect of part of the Contracting Services only and thereafter itself supply or procure a third party to supply such part of the Contract Services; and/or
12.4.4 charge the Solicitor for, whereupon the Solicitor shall on demand pay, any costs reasonably incurred by the Client (including any reasonable administration costs) in respect of the supply of any part of the Contract Services by the Client or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Solicitor for such part of the Contract Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract Services.
12.5 Save as otherwise expressly provided in the Contract:
9.6.1 12.5.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 12.5.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer Client or the Supplier Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (LimitationsLiability and Insurance); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 2 contracts
Samples: Contract for the Provision of Legal Services, Contract for the Provision of Legal Services
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer Client terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 the Customer Client may recover from the Supplier Solicitor the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer Client in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Customer Client shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no further payments shall be payable by the Customer Client to the Supplier Solicitor until the Customer Client has established the final cost of making those other arrangements, whereupon the Customer Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the SupplierSolicitor.
9.2 Clause 9.1 shall not apply where the Customer Client terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreementthereof.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination of the Contract for any reason, the Supplier Solicitor shall, at the request of the Customer Client and at the SupplierSolicitor’s cost:
9.4.1 9.3.1 immediately return to the Customer Client all Confidential Information and the Customer‘s Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 9.3.2 except where the retention of CustomerClient’s Personal Data is required by Law or regulatory purposesLaw, promptly destroy all copies of the Customer’s Personal Client Data and provide written confirmation to the Customer Client that the data has been destroyed.
9.4.3 9.3.3 immediately deliver to the Customer Client in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier Solicitor by the Customer Client in connection with the Contract provided to the SupplierSolicitor;
9.4.4 9.3.4 vacate, and procure that the SupplierSolicitor’s Staff vacate, any premises of the Customer Client occupied for the purposes of providing the Contract Services;
9.4.5 9.3.5 return to the Customer Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 9.3.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer Client or any replacement Supplier to conduct due diligence.
9.4 Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance with, or the Solicitor fails to comply with any of the terms of the Contract then the Client may (whether or not any part of the Contract Services have been delivered) do any one or more of the following:
9.4.1 at the Client’s option, give the Solicitor the opportunity (at the Solicitor's expense) to remedy any failure in the performance of the Services together with any damage resulting from such defect or failure (and where such defect or failure is capable of remedy) and carry out any other necessary work to ensure that the terms of the Contract are fulfilled, in accordance with the Client's instructions;
9.4.2 without terminating the Contract, itself supply or procure the supply of all or part of the Contract Services until such time as the Solicitor shall have demonstrated to the reasonable satisfaction of the Client that the Solicitor will once more be able to supply all or such part of the Contract Services in accordance with the Contract;
9.4.3 without terminating the whole of the Contract, terminate the Contract in respect of part of the Contracting Services only and thereafter itself supply or procure a third party to supply such part of the Contract Services; and/or
9.4.4 charge the Solicitor for, whereupon the Solicitor shall on demand pay, any costs reasonably incurred by the Client (including any reasonable administration costs) in respect of the supply of any part of the Contract Services by the Client or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Solicitor for such part of the Contract Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract Services.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 9.5.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 9.5.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer Client or the Supplier Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 2 contracts
Samples: Letter of Appointment, Contract for the Provision of Legal Services
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where 27.1 Where the Customer terminates the Contract pursuant to Clause 8 under clauses 26.4 (TerminationGuarantee), 26.4 (Termination on Default), 26.7 (Financial Standing), 26.8 (Audit), 26.9 (Benchmarking) and then makes other arrangements for the supply of Goods and/or the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under clauses 26.3, 26.4, 26.7, 26.8 and 26.9, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply 27.2 Subject to clause 25, where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4clause 26.5 (Termination without Cause), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under clause 26.5 (Termination without Cause).
9.4 27.3 The Customer shall not be liable under clause 27.2 to pay any sum which:
27.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or
27.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period.
27.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 27.4.1 immediately return to the Customer all Confidential Information Information, Personal Data and Customer’s Pre-Existing IPRs and the Customer‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Subsub-Contractorscontractors, which was obtained or produced in the course of providing the Contract Goods and Services;
9.4.2 27.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier;
27.4.3 except where the retention of Customer’s Personal Customer Data is required by Law Law, on the earlier of the receipt of the Customer's written instructions or regulatory purposes12 months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.
9.4.3 27.4.4 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available provided to the Supplier by under clause 5.2. Such property shall be handed back to the Customer in connection good working order (allowance shall be made for reasonable wear and tear);
27.4.5 transfer to the Customer and/or the Replacement Supplier (as notified by the Customer) such of the Licensed Goods and/or contracts listed in the Exit Plan as are notified to it by the Supplier and/or the Customer in return for payment of the costs (if any) set out in the Exit Plan in respect of such Licensed Goods and/or contracts;
27.4.6 assist and co-operate with the Contract provided Customer to ensure an orderly transition of the provision of the Services to the SupplierReplacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 27.4.7 return to the Customer any sums prepaid in respect of the Contract Goods and Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 27.4.8 promptly provide all information concerning the provision of the Contract Goods and Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Goods and Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used27.5 If the Supplier fails to comply with clause 27.4.1 and 27.4.8, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-contractors where any such items may be held.
9.6 27.6 Where the end of the Contract Period arises due to the Supplier’s Default, the Supplier shall provide all assistance under clause 27.4.5 and 27.4.8 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs.
27.7 At the end of the Contract Period (howsoever arising) the licence granted pursuant to clause 12.2.1 shall automatically terminate without the need to serve notice.
27.8 Save as otherwise expressly provided in the Contract:
9.6.1 27.8.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 27.8.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 clauses 13.2 (Payment and ChargesVAT); Clause 4 , 13.3 (LimitationsRecovery of Sums Due); Clause 5 , 21 (Intellectual Property Rights); Clause 6.1 , 23.5 (Protection of Personal Data); Clause 6.2 , 23.6 (Confidentiality; Clause 6.3 ), 23.7 (Official Secrets ActActs 1911 to 1989); Clause 6.4 , 23.8 (Freedom of Information); Clause 11 , 25 (Liabilities), 27 (Consequences of Expiry or Termination), 31 (Prevention of Bribery and Corruption); Clause 13 , 32 (Records and Audit Access), 38 (Cumulative Remedies), 44 (Conflicts of Interest), 34 (Prevention of Fraud); Clause 21 , 46 (The Contracts (Rights of Third Partiesparties Act 1999) Act); Clause 23.1 and 49.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract).
Appears in 2 contracts
Samples: Call Off Agreement, Call Off Agreement
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where 23.1 Where the Customer terminates the Contract pursuant to Clause 8 (Termination) under clauses 22.1, 22.2 or 22.3 and then makes other arrangements for the supply of the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under clauses 22.1, 22.2 or 22.3, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply 23.2 Subject to clause 21, where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4clause 22.4 (Voluntary termination), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure (not including loss of profit) which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps steps, consistent with the obligation to provide the Services during the period of notice, to mitigate such loss. The Within twenty (20) Working Days after service of a notice under clause 22.4 (Voluntary termination), the Supplier shall submit a fully itemised and costed listlist of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under clause 22.4 (Voluntary termination) to be updated only in respect of ongoing costs each week until the Contract is terminated.
23.3 The Customer shall not be liable under clause 23.2 to pay any sum which:
23.3.1 was claimed under insurance held by the Supplier. Where ; or
23.3.2 represents profit for the Supplier holds insurance, or any Sub-contractor; or
23.3.3 when added to any sums paid or due to the Supplier shall reduce its unavoidable costs by any insurance sums availableunder the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period.
9.4 On 23.4 Unless otherwise required by Law, on the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 23.4.1 immediately return to the Customer all Confidential Information Information, Personal Data and Customer’s Pre-Existing IPRs and the Customer‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Subsub-Contractorscontractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier by the Customer in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 2 contracts
Samples: Works Order, Order Form
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to Framework Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 41.7 (Termination without Cause). The Customer shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 33 (Intellectual Property Rights); Clause 6.1 , 34.3 (Confidentiality), 34.4 (Transparency and Freedom of Information) 34.5 (Protection of Personal DataGDPR); Clause 6.2 , 36 (Confidentiality; Clause 6.3 Liability), 45 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 51 (Freedom of InformationSeverance); Clause 11 , 53 (Prevention of Bribery Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 57 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 2 contracts
Samples: Call Off Contract, Call Off Contract
Consequences of Expiry or Termination. 9.1 12.1 Subject to Clause 9.212.2, where the Customer terminates the Legal Services Contract pursuant to Clause 8 11 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 12.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Legal Services Contract;
9.1.2 12.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 12.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 12.2 Clause 9.1 12.1 shall not apply where the Customer terminates the Legal Services Contract:
9.2.1 12.2.1 solely pursuant to Clause 8.3 11.3 or Clause 8.411.5; or
9.2.2 12.2.2 solely pursuant to Clause 8.5 11.6 if termination pursuant to Clause 8.5 11.6 occurs as a result of termination of the Framework Panel Agreement pursuant to the provisions of clauses 24.619.1.4, 24.11, 24.12 33.5 or 24.13 of the Framework Agreement33.7 thereof.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 12.3 On the termination of the Legal Services Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 12.3.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Ordered Panel Services;
9.4.2 12.3.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposesLaw, promptly destroy all copies of the Customer’s Personal Customer Data and provide written confirmation to the Customer that the data Customer Data has been destroyed.
9.4.3 . 12.3.3 immediately deliver to the Customer Customer
12.3.3.1. in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier by the Customer in connection with the Legal Services Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide 12.3.3.2. all information concerning work in progress that the provision of Supplier has carried out pursuant to the terminated Legal Services Contract Services and for which may reasonably be requested the Supplier has been paid by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligenceCustomer.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 2 contracts
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where 26.1 Where the Customer terminates the Contract pursuant to Clause 8 under Clauses 25.3 (TerminationGuarantee), 25.4 (Termination on Default), 25.7 (Financial Standing), 25.8 (Audit), 25.9 (Benchmarking), 25.13 (Termination on Critical Service Failure) and then makes other arrangements for the supply of the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under Clauses 25.3, 25.4, 25.7, 25.8, 25.9 and 25.13, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 26.2 [Where the Customer terminates the Contract under Clause 8.3 or 8.425.5 (Termination without Cause), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 25.5 (Termination without Cause). ]
26.3 The Customer shall not be liable under Clause 26.2 to pay any sum which:
26.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or
26.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period.
9.4 26.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 26.4.1 immediately return to the Customer all Confidential Information Information, Personal Data and Customer’s Pre-Existing IPRs and the Customer‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 26.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier;
26.4.3 except where the retention of Customer’s Personal Customer Data is required by Law Law, on the earlier of the receipt of the Customer's written instructions or regulatory purposestwelve (12) Months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.
9.4.3 26.4.4 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available provided to the Supplier by under Clause 12.3. Such Property shall be handed back to the Customer in connection good working order (allowance shall be made for reasonable wear and tear);
26.4.5 [transfer to the Customer and/or the Replacement Supplier (as notified by the Customer) such of the contracts listed in the Exit Plan as are notified to it by the Supplier and/or the Customer in return for payment of the costs (if any) set out in the Exit Plan in respect of such contracts;]
26.4.6 assist and co-operate with the Contract provided Customer to ensure an orderly transition of the provision of the Services to the SupplierReplacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 26.4.7 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 26.4.8 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used26.5 If the Supplier fails to comply with Clauses 26.4.1 to 26.4.8, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-Contractors where any such items may be held.
9.6 26.6 Where the end of the Contract Period arises due to the Supplier’s Default, the Supplier shall provide all assistance under Clause 26.4.6 and 26.4.8 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs.
26.7 At the end of the Contract Period (howsoever arising) the licence granted pursuant to Clause 12.2.1 shall automatically terminate without the need to serve notice.
26.8 Save as otherwise expressly provided in the Contract:
9.6.1 26.8.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 26.8.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 13.2 (Payment and ChargesVAT); Clause 4 , 13.3 (LimitationsRecovery of Sums Due); Clause 5 , 20 (Intellectual Property Rights); Clause 6.1 , 22.5 (Protection of Personal Data); Clause 6.2 , 22.6 (Confidentiality; Clause 6.3 ), 22.7 (Official Secrets ActActs 1911 to 1989); Clause 6.4 , 22.8 (Freedom of Information); Clause 11 , 24 (Liabilities), 26 (Consequences of Expiry or Termination), 30 (Prevention of Bribery and Corruption); Clause 13 , 31 (Records and Audit Access), 33 (Prevention of Fraud); Clause 21 , 37 (Cumulative Remedies), 43 (Conflicts of Interest), 45 (The Contracts (Rights of Third PartiesParties Act 1999) Act); Clause 23.1 and 49.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract).
Appears in 2 contracts
Samples: Courier Services Contract, Courier Services Agreement
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where 28.1 Where the Customer terminates the Contract pursuant to Clause 8 under Clauses 27.3 (TerminationGuarantee), 27.4 (Termination on Default), 27.7 (Financial Standing), 27.8 (Audit), 27.9 (Benchmarking), 27.13 (Termination on Critical Failure) and then makes other arrangements for the supply of Goods and/or the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under any such Clauses, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant 28.2 [Subject to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.626, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where where the Customer terminates the Contract under Clause 8.3 or 8.427.5 (Termination without Cause), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 27.5 (Termination without Cause).]
28.3 The Customer shall not be liable under Clause 28.2 to pay any sum which:
28.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or
28.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period.
9.4 28.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 28.4.1 immediately return to the Customer all Confidential Information Information, Personal Data and Customer's Pre-Existing IPRs and the Customer‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Goods and Services;
9.4.2 28.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier;
28.4.3 except where the retention of Customer’s Personal Customer Data is required by Law Law, on the earlier of the receipt of the Customer's written instructions or regulatory purposestwelve (12) Months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.
9.4.3 28.4.4 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available provided to the Supplier by under Clause 12.3. Such Property shall be handed back to the Customer in connection good working order (allowance shall be made for reasonable wear and tear);
28.4.5 [transfer to the Customer and/or the Replacement Supplier (as notified by the Customer) such of the Licensed Goods and/or contracts listed in the Exit Plan as are notified to it by the Supplier and/or the Customer in return for payment of the costs (if any) set out in the Exit Plan in respect of such Licensed Goods and/or contracts;]
28.4.6 assist and co-operate with the Contract provided Customer to ensure an orderly transition of the provision of the Services to the SupplierReplacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 28.4.7 return to the Customer any sums prepaid in respect of the Contract Goods and Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 28.4.8 promptly provide all information concerning the provision of the Contract Goods and Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Goods and Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used28.5 If the Supplier fails to comply with Clauses 28.4.1 and 28.4.4, the Customer may recover possession of the items to which they relate and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-Contractors where any such items may be held.
9.6 28.6 Where the Contract is terminated due to the Supplier's Default, the Supplier shall provide all assistance under Clause 28.4.6 and 28.4.8 free of charge. Otherwise, the Customer shall pay the Supplier's reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs.
28.7 At the end of the Contract Period (howsoever arising) the licence granted pursuant to Clause 13.2.1 shall automatically terminate without the need to serve notice.
28.8 Save as otherwise expressly provided in the Contract:
9.6.1 28.8.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 28.8.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 14.2 (Payment and ChargesVAT); Clause 4 , 14.3 (LimitationsRecovery of Sums Due); Clause 5 , 22 (Intellectual Property Rights); Clause 6.1 , 24.5 (Protection of Personal Data); Clause 6.2 , 24.6 (Confidentiality; Clause 6.3 ), 24.7 (Official Secrets ActActs 1911 to 1989); Clause 6.4 , 24.8 (Freedom of Information); Clause 11 , 26 (Liabilities), 28 (Consequences of Expiry or Termination), 32 (Prevention of Bribery and Corruption); Clause 13 , 33 (Records and Audit Access), 35 (Prevention of Fraud); Clause 21 , 39 (Cumulative Remedies), 45 (Conflicts of Interest), 47 (The Contracts (Rights of Third PartiesParties Act 1999) Act); Clause 23.1 and 50.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract).
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 54.1 (Termination in Relation to Guarantee), 54.2 (Termination on Material Default), 54.3 (Termination in Relation to Financial Standing), 54.8 (Termination in Relation to Framework Agreement), 54.9 (Termination in Relation to Benchmarking) and 54.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 58.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 54.7 (Termination without Cause) and 55.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 54.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 55.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 54.7 (Termination without Cause). The Customer shall not be liable under Clause 58.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 56.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 56.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 8.6.2 (Payment and ChargesContinuing obligations to provide services) 24 (Records, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 41 (Intellectual Property Rights); Clause 6.1 , 46.1.13(c) (Confidentiality), 47 (Transparency and Freedom of Information) 47.1.9 (Protection of Personal Data); Clause 6.2 , 49 (Confidentiality; Clause 6.3 Liability), 58 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 64 (Freedom of InformationSeverance); Clause 11 , 66 (Prevention of Bribery Entire Agreement), 67 (Third Party Rights) 69 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 70 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 51.1 (Termination in Relation to Guarantee), 51.2 (Termination on Material Default), 51.3 (Termination in Relation to Financial Standing), 51.8 (Termination in Relation to DPS Agreement ), 51.9 (Termination in Relation to Benchmarking) and 51.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 55.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 51.7 (Termination without Cause) and 52.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Contract under Clause 51.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 52.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 51.7 (Termination without Cause). The Customer shall not be liable under Clause 55.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Contract, exceeds the total sum that would have been payable to the Supplier if this Contract had not been terminated. Consequences of termination under Clause 53.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 53.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the Contract:
9.6.1 this Contract : termination or expiry of the this Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Contract prior to termination or expiration and nothing in the this Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 24 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 41 (Intellectual Property Rights); Clause 6.1 , 44.1.13(c) (Confidentiality), 44.1.28 (Freedom of Information) 44.1.31 (Protection of Personal Data); Clause 6.2 , 46 (Confidentiality; Clause 6.3 Liability), 55 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 61 (Freedom of InformationSeverance); Clause 11 , 63 (Prevention of Bribery Entire Agreement), 64 (Third Party Rights) 66 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 67 (Governing Law and Jurisdiction), and the provisions of Contract Schedule 1 (Definitions), Contract Schedule 3 (Contract Charges, Payment and Invoicing), Contract Schedule 9 (Exit Management), Contract Schedule 10 (Staff Transfer), Contract Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Contract Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Contract Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Contract Order Form
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 43.1 (Termination in Relation to Guarantee), 43.2 (Termination on Material Default), 43.3 (Termination in Relation to Financial Standing), 43.8 (Termination in Relation to Framework Agreement), 43.9 (Termination in Relation to Benchmarking) and 43.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 47.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 43.7 (Termination without Cause) and 44.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 43.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 44.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 43.7 (Termination without Cause). The Customer shall not be liable under Clause 47.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 45.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 termination or expiry of the Contract Parties shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 45.1 (Payment and ChargesTermination for Continuing Force Majeure Event); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 44.1 (Termination in Relation to Guarantee), 44.2 (Termination on Material Default), 44.4 (Termination in Relation to Financial Standing), 44.9 (Termination in Relation to Framework Agreement), 44.10 (Termination in Relation to Benchmarking) and 44.11 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 48.1; and then makes other arrangements for the supply of the Contract Products and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 44.8 (Termination without Cause) and 45.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 44.8 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 45.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 44.8 (Termination without Cause). The Customer shall not be liable under Clause 48.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 46.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 46.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 23 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 36 (Intellectual Property Rights); Clause 6.1 , 37.3 (Confidentiality), 37.4 (Transparency and Freedom of Information) 37.5 (Protection of Personal Data); Clause 6.2 , 39 (Confidentiality; Clause 6.3 Liability), 48 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 54 (Freedom of InformationSeverance); Clause 11 , 57 (Prevention of Bribery Entire Agreement), 58 (Third Party Rights) 61 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 62 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to DPS Agreement ), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Contract under Clause 41.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contractthis Contract , provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 41.7 (Termination without Cause). The Customer shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Contract , exceeds the total sum that would have been payable to the Supplier if this Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the Contract:
9.6.1 this Contract : termination or expiry of the this Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Contract prior to termination or expiration and nothing in the this Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 33 (Intellectual Property Rights); Clause 6.1 , 34.3 (Confidentiality), 34.5 (Freedom of Information) 34.6 (Protection of Personal Data); Clause 6.2 , 36 (Confidentiality; Clause 6.3 Liability), 45 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 51 (Freedom of InformationSeverance); Clause 11 , 53 (Prevention of Bribery Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 57 (Governing Law and Jurisdiction), and the provisions of Contract Schedule 1 (Definitions), Contract Schedule 3 (Contract Charges, Payment and Invoicing), Contract Schedule 9 (Exit Management), Contract Schedule 10 (Staff Transfer), Contract Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Contract Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Contract Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Contract Order Form and Contract Terms for Goods and/or Services (Non Ict)
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to Framework Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 41.7 (Termination without Cause). The Customer shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 33 (Intellectual Property Rights); Clause 6.1 , 34.3 (Confidentiality), 34.4 (Transparency and Freedom of Information) 34.5 (Protection of Personal DataGDPR); Clause 6.2 , 36 (Confidentiality; Clause 6.3 Liability), 0 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 51 (Freedom of InformationSeverance); Clause 11 , 53 (Prevention of Bribery Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 57 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to DPS Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Contract under Clause 41.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 41.7 (Termination without Cause). The Customer shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Contract, exceeds the total sum that would have been payable to the Supplier if this Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the Contract:
9.6.1 this Contract : termination or expiry of the this Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Contract prior to termination or expiration and nothing in the this Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 33 (Intellectual Property Rights); Clause 6.1 , 34.3 (Confidentiality), 34.5 (Freedom of Information) 34.6 (Protection of Personal Data); Clause 6.2 , 36 (Confidentiality; Clause 6.3 Liability), 45 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 51 (Freedom of InformationSeverance); Clause 11 , 53 (Prevention of Bribery Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 57 (Governing Law and Jurisdiction), and the provisions of Contract Schedule 1 (Definitions), Contract Schedule 3 (Contract Charges, Payment and Invoicing), Contract Schedule 9 (Exit Management), Contract Schedule 10 (Staff Transfer), Contract Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Contract Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Contract Schedule 9 (Exit Management).
Appears in 1 contract
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where 26.1 Where the Customer terminates the Contract pursuant to Clause 8 under Clauses 25.3 (TerminationGuarantee), 25.4 (Termination on Default), 25.7 (Financial Standing), 25.8 (Audit), 25.9 (Benchmarking), 25.13 (Termination on Critical Service Failure) and then makes other arrangements for the supply of the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 the this regard. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under Clauses 25.3, 25.4, 25.7, 25.8, 25.9 and 25.13, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 26.2 [Where the Customer terminates the Contract under Clause 8.3 or 8.425.5 (Termination without Cause), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 25.5 (Termination without Cause). ]
26.3 The Customer shall not be liable under Clause 26.2 to pay any sum which:
26.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or
26.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of what had previously been anticipated and agreed between the Parties to be the Contract Period.
9.4 26.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 26.4.1 immediately return to the Customer all Confidential Information Information, Personal Data and Customer’s Pre-Existing IPRs and the Customer‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was were obtained or produced in the course of providing the Contract Services;
9.4.2 26.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier;
26.4.3 except where the retention of Customer’s Personal Customer Data is required by Law Law, on the earlier of the receipt of the Customer's written instructions or regulatory purposestwelve (12) Months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.
9.4.3 26.4.4 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available provided to the Supplier by under Clause 12.3. Such Property shall be handed back to the Customer in connection good working order (allowance shall be made for reasonable wear and tear);
26.4.5 transfer to the Customer and/or the Replacement Supplier (as notified by the Customer) such of the contracts listed in the Exit Plan as are notified to it by the Supplier and/or the Customer in return for payment of the costs (if any) set out in the Exit Plan in respect of such contracts;
26.4.6 assist and co-operate with the Contract provided Customer to ensure an orderly transition of the provision of the Services to the SupplierReplacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 26.4.7 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 26.4.8 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used26.5 If the Supplier fails to comply with Clauses 26.4.1 to 26.4.8, the Customer may recover possession thereof and the Supplier hereby grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier. Furthermore, the Customer shall use its best endeavours to procure a licence for the Customer to enter the premises of the Supplier’s permitted agents or Sub-Contractors where any such items may be held for the purposes of such recovery.
9.6 26.6 Where the end of the Contract Period arises due to the Supplier’s Default, the Supplier shall provide all assistance under Clause 26.4.6 and 26.4.8 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs.
26.7 At the end of the Contract Period (howsoever arising) the licence granted pursuant to Clause 12.2.1 shall automatically terminate without the need to serve notice.
26.8 Save as otherwise expressly provided in the Contract:
9.6.1 26.8.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 26.8.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 13.2 (Payment and ChargesVAT); Clause 4 , 13.3 (LimitationsRecovery of Sums Due); Clause 5 , 20 (Intellectual Property Rights); Clause 6.1 , 22.5 (Protection of Personal Data); Clause 6.2 , 22.6 (Confidentiality; Clause 6.3 ), 22.7 (Official Secrets ActActs 1911 to 1989); Clause 6.4 , 22.8 (Freedom of Information); Clause 11 , 24 (Liabilities), 26 (Consequences of Expiry or Termination), 30 (Prevention of Bribery and Corruption); Clause 13 , 31 (Records and Audit Access), 33 (Prevention of Fraud); Clause 21 , 37 (Cumulative Remedies), 43 (Conflicts of Interest), 45 (The Contracts (Rights of Third PartiesParties Act 1999) Act); Clause 23.1 and 49.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract).
Appears in 1 contract
Samples: Order Form and Call Off Terms
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to Framework Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 41.7 (Termination without Cause). The Customer shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 termination or expiry of the Contract Parties shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 43.1 (Payment and ChargesTermination for Continuing Force Majeure Event); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 44.1 (Termination in Relation to Guarantee), 44.2 (Termination on Material Default), 44.3 (Termination in Relation to Financial Standing), 44.8 (Termination in Relation to Framework Agreement), 44.9 (Termination in Relation to Benchmarking) and 44.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 48.1; and then makes other arrangements for the supply of the Contract Products and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 44.7 (Termination without Cause) and 45.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 44.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 45.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 44.7 (Termination without Cause). The Customer shall not be liable under Clause 48.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 46.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 46.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 23 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 36 (Intellectual Property Rights); Clause 6.1 , 37.3 (Confidentiality), 37.4 (Transparency and Freedom of Information) 37.5 (Protection of Personal Data); Clause 6.2 , 39 (Confidentiality; Clause 6.3 Liability), 48 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 54 (Freedom of InformationSeverance); Clause 11 , 57 (Prevention of Bribery Entire Agreement), 58 (Third Party Rights) 61 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 62 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Call Off Order Form
Consequences of Expiry or Termination. 9.1 10.1 Subject to Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 10.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 10.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 10.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 10.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 10.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 10.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 10.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 10.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 10.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 10.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 10.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier by the Customer in connection with the Contract provided to the Supplier;
9.4.4 10.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 10.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 10.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 10.5 Not used
9.6 10.6 Save as otherwise expressly provided in the Contract:
9.6.1 10.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 10.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery Xxxxxxx and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Letter of Appointment
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.233.1. Consequences of termination under Clauses 31.3 (Financial Standing), where [31.4 (Guarantee)] and 31.5 (Termination on Default)
33.1.1. Where the Customer terminates the this Call Off Contract pursuant to Clause 8 under Clauses 31.3 (TerminationFinancial Standing), [31.4 (Guarantee)] or 31.5 (Termination on Default) and then makes other arrangements for the supply of the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where this Call Off Contract is terminated under Clauses 31.3, [31.4] or 31.5, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result 33.2. Consequences of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.under Clause 31.6 (Termination without Cause)
9.3 33.2.1. Where the Customer terminates the this Call Off Contract under Clause 8.3 31.6 (Termination without Cause) or 8.4elects to partially terminate or suspend or partially suspend this Call Off Contract without cause under Clauses 31.6 and 32, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the SupplierLosses. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such Losses, with supporting evidence including such further evidence as the Customer may require, reasonably and actually incurred by the Supplier as a result of termination under Clause 31.6 (Termination without Cause).
9.4 On 33.2.2. The Customer shall not be liable under Clause 33.2.1 to pay any sum which:
(a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or
(b) when added to any sums paid or due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated prior to the expiry or earlier termination (for whatever reason) of this Call Off Contract.
33.3. Consequences of expiry or termination of the Call Off Contract for any reason
33.3.1. On expiry or earlier termination (for whatever reason) of this Call Off Contract, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 (a) immediately return to the Customer all Confidential Information Customer Data;
(b) cease to use the Customer Data and, at the direction of the Customer, provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer‘s Personal Customer Data in its possession or electronic form in the possession or under formats and on media agreed with the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in Customer and/or the course of providing the Contract ServicesReplacement Supplier;
9.4.2 (c) except where the retention of Customer’s Personal Customer Data is required by Law Law, on the earlier of the receipt of the Customer's written instructions or regulatory purposestwelve (12) Months after the expiry or earlier termination (for whatever reason) of this Call Off Contract, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver (d) assist and co-operate with the Customer to ensure an orderly transition of the provision of the Services to the Customer in good working order (but subject to allowance for reasonable wear Replacement Supplier and tear) all the property (including materials, documents, information provide such assistance and access keys but excluding real property and IPR) issued or made available to the Supplier by co-operation as the Customer in connection with the Contract provided to the Suppliermay require;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 (e) return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or earlier termination (howsoever arising); andfor whatever reason) of this Call Off Contract;
9.4.6 (f) promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 (g) terminate all User Agreements entered into in connection with this Call Off Contract within six months of the termination of this Call Off Contract.
33.3.2. If the Contract shall not affect Supplier fails to comply with Clauses 33.3.1(a)(a) to 33.3.1(c), the continuing rights, remedies or obligations of Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) andor its servants, without limitation to the foregoingconsultants, agents or Sub-Contractors where any other provision of the Contract which expressly or by implication is to such items may be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contractheld.
Appears in 1 contract
Samples: Call Off Agreement
Consequences of Expiry or Termination. 9.1 Subject The Supplier acknowledges that on expiry or termination of the Contract for any reason, the continuity of the Service is of paramount importance. The Supplier shall minimise the disruption caused and assist the implementation of any contingency plan proposed by the Customer to Clause 9.2, where deal with the effects of such termination or expiry in so far as it is practicable to do so. Where the Customer terminates the Contract pursuant to Clause 8 under any of Clauses 24.3 (TerminationGuarantee), 24.4 (Termination on Default), 24.7 (Financial Standing), 24.8 (Audit), 24.9 (Benchmarking), 24.13 (Termination on Critical Service Failure) and then makes other arrangements for the supply of the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under Clauses 24.3, 24.4, 24.7, 24.8, 24.9 and 24.13, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 . Where the Customer terminates the Contract under Clause 8.3 or 8.424.5 (Termination without Cause), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 . The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 24.5 (Termination without Cause). The Customer shall not be liable under Clause 25.3 above to pay any sum which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 : immediately return to the Customer all Confidential Information Information, Personal Data and Customer’s Pre-Existing IPRs and the Customer‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 ; cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier; except where the retention of Customer’s Personal Customer Data is required by Law Law, on the earlier of the receipt of the Customer's written instructions or regulatory purposestwelve (12) Months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.
9.4.3 . immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available provided to the Supplier by under Clause 12.3. Such Property shall be handed back to the Customer in connection good working order (allowance shall be made for reasonable wear and tear); transfer to the Customer and/or the Replacement Supplier (as notified by the Customer) such of the contracts listed in the Exit Plan as are notified to it by the Supplier and/or the Customer in return for payment of the costs (if any) set out in the Exit Plan in respect of such contracts; assist and co-operate with the Contract provided Customer to ensure an orderly transition of the provision of the Services to the Supplier;
9.4.4 vacateReplacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and procure that the Supplier’s Staff vacate, any premises of co-operation as the Customer occupied for the purposes of providing the Contract Services;
9.4.5 may require; return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used
9.6 . The Supplier shall not knowingly or purposely obstruct the ability of the Customer to ensure an orderly transfer of responsibility for service provision. If the Supplier fails to comply with Clauses 25.5.1 to 25.5.8, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-Contractors where any such items may be held. Where the end of the Contract Period arises due to the Supplier’s Default, the Supplier shall provide all assistance under Clause 25.5.6and 25.5.8 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. At the end of the Contract Period (howsoever arising) the licence granted pursuant to Clause 12.2.1 above shall automatically terminate without the need to serve notice. Save as otherwise expressly provided in the Contract:
9.6.1 : termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 13.2 (Payment and ChargesVAT); Clause 4 , 13.3 (LimitationsRecovery of Sums Due); Clause 5 , 20 (Intellectual Property Rights); Clause 6.1 , 21.5 (Protection of Personal Data); Clause 6.2 , 21.6 (Confidentiality; Clause 6.3 ), 21.7 (Official Secrets ActActs 1911 to 1989); Clause 6.4 , 21.8 (Freedom of Information); Clause 11 , 23 (Liabilities), 25 (Consequences of Expiry or Termination), 29 (Prevention of Bribery and Corruption); Clause 13 , 30 (Records and Audit Access), 32 (Prevention of Fraud); Clause 21 , 36 (Cumulative Remedies), 42 (Conflicts of Interest), 44 (The Contracts (Rights of Third PartiesParties Act 1999) Act); Clause 23.1 and 48.1 (Governing Law and Jurisdiction) and). At the request of the Customer, without limitation the Supplier shall promptly arrange and participate in a post agreement review with the Customer to consider all aspects of the foregoing, any other provision of the Services. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Save as required by law and/or the requirements of any relevant stock exchange, the Supplier shall not make any press announcements or publicise the Contract which expressly or its contents or use the Customer’s name or branding in any promotion or marketing or announcement of orders in any way without Approval and shall take reasonable steps to ensure that its agents, consultants, professional advisors, Staff and Sub-Contractors utilised in the execution of the Contract comply with this Clause 26.1. Any such press announcements or publicity proposed under this Clause 26.1 shall be in full compliance with the Customer’s Branding Guidance and remain subject to the rights relation to Confidential Information and Commercially Sensitive Information. Subject to the rights in relation to Confidential Information and Commercially Sensitive Information, the Customer shall be entitled to publicise the Contract in accordance with any legal obligation upon the Customer, including any examination of the Contract by implication is the Auditor. The Supplier shall not do anything or permit to cause anything to be performed or observed notwithstanding termination or expiry shall survive done, which may damage the termination or expiry reputation of the ContractCustomer or bring the Customer into disrepute.
Appears in 1 contract
Samples: Order Form
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where 26.1 Where the Customer terminates the Contract pursuant to Clause 8 under Clauses 25.3 (TerminationGuarantee), 25.4 (Termination on Default), 25.7 (Financial Standing), 25.8 (Audit), 25.9 (Benchmarking), 25.13 (Termination on Critical Service Failure) and then makes other arrangements for the supply of the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under Clauses 25.3, 25.4, 25.7, 25.8, 25.9 and 25.13, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 26.2 [Where the Customer terminates the Contract under Clause 8.3 or 8.425.5 (Termination without Cause), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 25.5 (Termination without Cause). ]
26.3 The Customer shall not be liable under Clause 26.2 to pay any sum which:
26.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or
26.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period.
9.4 26.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 26.4.1 immediately return to the Customer all Confidential Information Information, Personal Data and Customer’s Pre-Existing IPRs and the Customer‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Sub-Sub- Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 26.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier;
26.4.3 except where the retention of Customer’s Personal Customer Data is required by Law Law, on the earlier of the receipt of the Customer's written instructions or regulatory purposestwelve (12) Months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.
9.4.3 26.4.4 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available provided to the Supplier by under Clause 12.3. Such Property shall be handed back to the Customer in connection good working order (allowance shall be made for reasonable wear and tear);
26.4.5 [transfer to the Customer and/or the Replacement Supplier (as notified by the Customer) such of the contracts listed in the Exit Plan as are notified to it by the Supplier and/or the Customer in return for payment of the costs (if any) set out in the Exit Plan in respect of such contracts;]
26.4.6 assist and co-operate with the Contract provided Customer to ensure an orderly transition of the provision of the Services to the SupplierReplacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 26.4.7 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 26.4.8 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used26.5 If the Supplier fails to comply with Clauses 26.4.1 to 26.4.8, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-Contractors where any such items may be held.
9.6 26.6 Where the end of the Contract Period arises due to the Supplier’s Default, the Supplier shall provide all assistance under Clause 26.4.6 and 26.4.8 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs.
26.7 At the end of the Contract Period (howsoever arising) the licence granted pursuant to Clause 12.2.1 shall automatically terminate without the need to serve notice.
26.8 Save as otherwise expressly provided in the Contract:
9.6.1 26.8.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 26.8.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 13.2 (Payment and ChargesVAT); Clause 4 , 13.3 (LimitationsRecovery of Sums Due); Clause 5 , 20 (Intellectual Property Rights); Clause 6.1 , 22.5 (Protection of Personal Data); Clause 6.2 , 22.6 (Confidentiality; Clause 6.3 ), 22.7 (Official Secrets ActActs 1911 to 1989); Clause 6.4 , 22.8 (Freedom of Information); Clause 11 , 24 (Liabilities), 26 (Consequences of Expiry or Termination), 30 (Prevention of Bribery and Corruption); Clause 13 , 31 (Records and Audit Access), 33 (Prevention of Fraud); Clause 21 , 37 (Cumulative Remedies), 43 (Conflicts of Interest), 45 (The Contracts (Rights of Third PartiesParties Act 1999) Act); Clause 23.1 and 49.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract).
Appears in 1 contract
Samples: Courier Services Agreement
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.268.2, where the Supplier shall indemnify the Customer terminates in full upon demand against any costs of any arrangements the Customer makes for the alternative supply of the Services which the Customer incurs as a result of the Customer’s termination of the Contract pursuant to: Clause 67.3 (Termination relating to Guarantee); Clause 8 67.4 (Termination) Termination for Cause or Default); Clause 67.6 (Termination on Financial Standing); Clause 67.7 (Termination on Audit); Clause 67.8 (Termination in relation to Benchmarking); Clause 67.9 (Termination on Bribery and then makes other arrangements Corruption); and/or Clause 67.10 (Termination for the supply of the Contract Services:
9.1.1 Material Adverse Publicity). The Supplier shall indemnify the Customer may recover from in full upon demand the Supplier the cost costs reasonably incurred in by the Customer of making those any other arrangements and any additional expenditure incurred by the Customer in securing consequence of termination of the Contract Services in accordance with to which Clause 68.1 applies throughout the requirements remainder of the Contract;
9.1.2 the Contract Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated by the Customer and Clause 68.1 applies to such termination, no further payments shall be payable by the Customer to the Supplier until the Customer has established and recovered from the Supplier the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the expiry or termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 : immediately return to the Customer all Confidential Information and in the Customer‘s Personal Data in its Supplier’s possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 ; cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier; except where the retention of Customer’s Personal Customer Data is required by Law Law, on the earlier of the receipt of the Customer's written instructions or regulatory purposestwelve (12) months after the date of expiry or termination of the Contract, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver . assist and co-operate with the Customer to ensure an orderly transition of the provision of the Services to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Replacement Supplier as reasonably requested by the Customer in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 Customer; return to the Customer any sums prepaid in respect of any of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used
9.6 . If the Supplier fails to comply with Clauses 68.3.1 to 68.3.6, the Customer may recover possession of the items to which they relate and the Supplier hereby grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-Contractors where any such items may be held. Where the Contract is terminated due to the Supplier’s Default, the Supplier shall provide all assistance under Clause 68.3.4 and 68.3.6 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. Save as otherwise expressly provided in the Contract:
9.6.1 : termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination or expiry of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 50 (Payment and ChargesExt Planning); Clause 4 56 (LimitationsCustomer Payments, Supplier Payments and Payment Terms) 60 (Pre-Service Transfer Obligations); Clause 5 61 (TUPE Exit Provisions); 63 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.;
Appears in 1 contract
Consequences of Expiry or Termination. 9.1 Subject 11.1 The Supplier shall provide such support and assistance as is required in order to Clause 9.2, where achieve a smooth transfer of the Services to the Customer terminates or a Replacement Supplier before and after the Contract pursuant Expiry Date ("Transitional Assistance") as specified by the Customer at any time prior to Clause 8 (Terminationor within ninety (90) and then makes other arrangements days following) the occurrence of termination or expiry of the Enabling Agreement, in order to achieve a smooth transfer of the Services to the Customer or any Replacement Supplier following such termination or expiry.
11.2 The Customer shall reimburse the Supplier for any reasonable additional costs incurred in providing the supply Transitional Assistance provided that such costs do not exceed the rates forming part of the Contract Services:
9.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurancePrice, the Supplier shall reduce its unavoidable notifies the Customer of such costs by in advance and the Supplier is not required to provide the Transitional Assistance under any insurance sums availableother contractual obligation.
9.4 11.3 On the termination of the Contract Enabling Agreement for any reason, save in relation to any Customer Confidential Information and Personal Data reasonably required by the Supplier in order to operate the Vehicle Agreements which survive termination of the Enabling Agreement, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 11.3.1 immediately return to the Customer all Customer Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Subsub-Contractorscontractors, which was obtained or produced in the course of providing the Contract Vehicles and/or Services;
9.4.2 except where 11.3.2 cease to use the retention Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier;
11.3.3 on the earlier of the receipt of the Customer’s Personal Data is required by Law 's written instructions or regulatory purposestwelve (12) Months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.;
9.4.3 11.3.4 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available to the Supplier by the Customer in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return . Such Property shall be handed back to the Customer any sums prepaid in respect good working order (allowance shall be made for Fair Wear and Tear);
11.3.5 assist and co-operate with the Customer to ensure an orderly transition of the Contract provision of the Services not provided by to the date Replacement Supplier and/or the completion of expiry or termination (howsoever arising)any Vehicle Agreements; and
9.4.6 11.3.6 promptly provide all information concerning the provision of the Contract Vehicles and/or Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Vehicles and/or Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used11.4 If the Supplier fails to comply with Clause 11.3.4 above the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-Contractors where any such items may be held.
9.6 11.5 Where the Customer terminates the Enabling Agreement under Clauses 15.2 (Termination on Default), 15.3 (Termination on Insolvency) or 15.4 (Termination on Breach of Specified Clauses) of the Master Lease Terms (as incorporated into this Enabling Agreement pursuant to Clause 1.2 (Incorporation of Master Lease Terms), the Supplier shall provide all assistance under Clause 11.3 above free of charge. Otherwise, the Customer shall pay the Supplier's reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs.
11.6 At the end of the Enabling Agreement Period (howsoever arising) the Supplier shall promptly arrange and participate in a post contract review with the Customer to consider all aspects of the provision of the Services.
11.7 Save as otherwise expressly provided in the ContractEnabling Agreement:
9.6.1 11.7.1 termination or expiry of the Contract Enabling Agreement shall be without prejudice to any rights, remedies or obligations accrued under the Contract Enabling Agreement prior to termination or expiration and nothing in the Contract Enabling Agreement shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 11.7.2 termination of the Contract Enabling Agreement shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 9.3 (Payment and ChargesVAT); Clause 4 , 9.4 (LimitationsRecovery of Sums Due); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 , 10.4 (Confidentiality; Clause 6.3 ), 10.5 (Official Secrets ActActs 1911 to 1989); Clause 6.4 , 10.6 (Freedom of Information); Clause , 11 (Records and Audit Access), 15 (Insurance), 16 (Consequences of Expiry or Termination), 20 (Prevention of Bribery and Corruption); Clause 13 , 26 (Prevention Cumulative Remedies), 32 (Conflicts of FraudInterest) and 36 (Disputes and Law); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Framework Agreement
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses [41.1 (Termination in Relation to Guarantee),] 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.7 (Termination in Relation to Framework Agreement), 41.8 (Termination in Relation to Benchmarking) and 41.9 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 41.6 (Termination without Cause) and 42.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 41.6 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 41.6 (Termination without Cause). The Customer shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 termination or expiry of the Contract Parties shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of lie where they fall if either Party terminates or partially terminates this Agreement for a continuing Force Majeure Event pursuant to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 43.1 (Payment and ChargesTermination for Continuing Force Majeure Event); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 52.1 (Termination in Relation to Guarantee), 52.2 (Termination on Material Default), 52.3 (Termination in Relation to Financial Standing), 52.8 (Termination in Relation to Framework Agreement), 52.9 (Termination in Relation to Benchmarking) and 52.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 56.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 52.7 (Termination without Cause) and 53.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 52.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 53.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 52.7 (Termination without Cause). The Customer shall not be liable under Clause 56.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 54.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 54.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 23 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 42 (Intellectual Property Rights); Clause 6.1 , 45.1.13(c) (Confidentiality), 45.1.27 (Freedom of Information) 45.1.30 (Protection of Personal Data); Clause 6.2 , 47 (Confidentiality; Clause 6.3 Liability), 56 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 62 (Freedom of InformationSeverance); Clause 11 , 64 (Prevention of Bribery Entire Agreement), 65 (Third Party Rights) 67 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 68 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 50.1 (Termination in Relation to Guarantee), 50.2 (Termination on Material Default), 50.3 (Termination in Relation to Financial Standing), 50.8 (Termination in Relation to Framework Agreement), 50.9 (Termination in Relation to Benchmarking) and 50.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 54.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result . Consequences of termination of the Framework Agreement pursuant under Clauses 50.7 (Termination without Cause) and 51.1 (Termination on Customer Cause for Failure to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Pay) Where the Customer terminates the (in whole or in part) this Call Off Contract under Clause 8.3 or 8.4, 50.7 (Termination without Cause) the Customer shall: in respect of the Goods that are no longer required by the Customer the customer shall pay to the Supplier upon termination: all arrears of Charges; and the sum of all the Charges that would (but for the termination) have been due during the remainder of the Term each discounted at a rate of at least [10%] in respect of the period between the date of actual payment and the date when the Charges would have become due. in respect of the Services that are no longer required by the Customer, indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, terminates this Call Off Contract pursuant to Clause 51.1 (Termination on Customer Cause for Failure to Pay) the Customer shall indemnify the Supplier shall reduce its against any reasonable and proven Losses which would otherwise represent an unavoidable costs loss by any insurance sums available.
9.4 On the Supplier by reason of the termination of the Contract for any reasonthis Call Off Agreement, provided that the Supplier shalltakes all reasonable steps to mitigate such Losses. The Supplier shall submit a fully itemised and costed list of such Losses, at with supporting evidence including such further evidence as the request Customer may require, reasonably and actually incurred by the Supplier. The Customer shall not be liable under Clause 54.2.1 or 45.2.2 to pay any sum which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the Customer and at the Supplier’s cost:
9.4.1 immediately return insurance policy; or when added to the Customer all Confidential Information and the Customer‘s Personal Data in its possession any sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. The Supplier shall be expected to provide flexibility in the management of Contracting Authorities’ fleet and shall not charge a settlement fee to Contracting Authorities where the Goods are redundant due to re-organisation, merger or closure and all reasonable efforts have been made to re-site the Goods within Contracting Authorities organisation. Consequences of termination under Clause 52.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 52.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 24 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 41 (Intellectual Property Rights); Clause 6.1 , 43.2.11(c) (Confidentiality), 43.2.25 (Freedom of Information) 43.2.28 (Protection of Personal Data); Clause 6.2 , 45 (Confidentiality; Clause 6.3 Liability), 54 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 60 (Freedom of InformationSeverance); Clause 11 , 62 (Prevention of Bribery Entire Agreement), 63 (Third Party Rights) 65 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 66 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer Authority terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 the Customer Authority may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer Authority in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Customer Authority shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no further payments shall be payable by the Customer Authority to the Supplier until the Customer Authority has established the final cost of making those other arrangements, whereupon the Customer Authority shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer Authority terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement Contract pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework AgreementContract.
9.3 Where the Customer Authority terminates the Contract under Clause 8.3 or 8.4, the Customer Authority shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer Authority and at the Supplier’s cost:
9.4.1 immediately return to the Customer Authority all Confidential Information and the Customer‘s Authority‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of CustomerAuthority’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the CustomerAuthority’s Personal Data and provide written confirmation to the Customer Authority that the data has been destroyed.
9.4.3 immediately deliver to the Customer Authority in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier by the Customer Authority in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer Authority occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer Authority any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer Authority for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer Authority or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer Authority or the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Professional Services
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to Framework Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) the Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 41.7 (Termination without Cause). The Customer shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 33 (Intellectual Property Rights); Clause 6.1 , 34.3 (Confidentiality), 34.4 (Transparency and Freedom of Information) 34.5 (Protection of Personal DataGDPR); Clause 6.2 , 36 (Confidentiality; Clause 6.3 Liability), 45 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 51 (Freedom of InformationSeverance); Clause 11 , 53 (Prevention of Bribery Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 57 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination.
9.1 Subject to Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier by the Customer in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 52 (Termination in Relation to Guarantee), 38.253 (Termination on Material Default), 38.3 (Termination in Relation to Financial Standing), 38.8 (Termination in Relation to Framework Agreement), 38.9 (Termination in Relation to Benchmarking) and 38.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call-Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 42.1; and then makes other arrangements for the supply of the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call-Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where . Where: the Customer terminates (in whole or in part) this Call-Off Contract under Clause 38.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call-Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 56 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call-Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 38.7 (Termination without Cause). The Customer shall not be liable under Clause 42.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call-Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call-Off Contract had not been terminated. The costs of termination incurred by the Customer in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 termination or expiry of the Contract Parties shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of lie where they fall if either Party terminates or partially terminates this Agreement for a continuing Force Majeure Event pursuant to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 40.1 (Payment and ChargesTermination for Continuing Force Majeure Event); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Vehicle Hire Services Order Form
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 42.1 (Termination in Relation to Guarantee), 42.2 (Termination on Material Default), 42.3 (Termination in Relation to Financial Standing), 42.8 (Termination in Relation to Framework Agreement), 42.9 (Termination in Relation to Benchmarking) and 42.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 46.1; and then makes other arrangements for the supply of the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 42.7 (Termination without Cause) and 43.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 42.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 43.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 42.7 (Termination without Cause). The Customer shall not be liable under Clause 46.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 44.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 44.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 22 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 34 (Intellectual Property Rights); Clause 6.1 , 35.3 (Confidentiality), 35.4 (Transparency and Freedom of Information) 35.5 (Protection of Personal Data); Clause 6.2 , 37 (Confidentiality; Clause 6.3 Liability), 46 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 52 (Freedom of InformationSeverance); Clause 11 , 54 (Prevention of Bribery Entire Agreement), 55 (Third Party Rights) 57 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 58 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer Client terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 the Customer Client may recover from the Supplier Broker the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer Client in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Customer Client shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no further payments shall be payable by the Customer Client to the Supplier Broker until the Customer Client has established the final cost of making those other arrangements, whereupon the Customer Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the SupplierBroker.
9.2 Clause 9.1 shall not apply where the Customer Client terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.624.8, 24.11, 24.11 or 24.12 or 24.13 of the Framework Agreementthereof.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination of the Contract for any reason, the Supplier Broker shall, at the request of the Customer Client and at the SupplierBroker’s cost:
9.4.1 9.3.1 immediately return to the Customer Client all Confidential Information and the Customer‘s Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 9.3.2 except where the retention of CustomerClient’s Personal Data is required by Law or regulatory purposesLaw, promptly destroy all copies of the Customer’s Personal Client Data and provide written confirmation to the Customer Client that the data has been destroyed.
9.4.3 9.3.3 immediately deliver to the Customer Client in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier Broker by the Customer Client in connection with the Contract provided to the SupplierBroker;
9.4.4 9.3.4 vacate, and procure that the SupplierBroker’s Staff vacate, any premises of the Customer Client occupied for the purposes of providing the Contract Services;
9.4.5 9.3.5 return to the Customer Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 9.3.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer Client or any replacement Supplier to conduct due diligence.
9.4 Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance with, or the Broker fails to comply with, any of the terms of the Contract then the Client may (whether or not any part of the Contract Services have been delivered) do any one or more of the following:
9.4.1 at the Client’s option, give the Broker the opportunity (at the Broker's expense) to remedy any failure in the performance of the Services together with any damage resulting from such defect or failure (and where such defect or failure is capable of remedy) and carry out any other necessary work to ensure that the terms of the Contract are fulfilled, in accordance with the Client's instructions;
9.4.2 without terminating the Contract, itself supply or procure the supply of all or part of the Contract Services until such time as the Broker shall have demonstrated to the reasonable satisfaction of the Client that the Broker will once more be able to supply all or such part of the Contract Services in accordance with the Contract;
9.4.3 without terminating the whole of the Contract, terminate the Contract in respect of part of the Contracting Services only and thereafter itself supply or procure a third party to supply such part of the Contract Services; and/or
9.4.4 charge the Broker for, whereupon the Broker shall on demand pay, any costs reasonably incurred by the Client (including any reasonable administration costs) in respect of the supply of any part of the Contract Services by the Client or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Broker for such part of the Contract Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract Services.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 9.5.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 9.5.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer Client or the Supplier Broker under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (LimitationsLiability and Insurance); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 11 (Prevention of Fraud); Clause 15 (Waiver); Clause 16 (Cumulative Remedies); Clause 20 (Entire Agreement); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 22 (Governing Law Notices); Clause 23 (Dispute and JurisdictionLaw) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer Client terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 : the Customer Client may recover from the Supplier Solicitor the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer Client in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 ; the Customer Client shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 and no further payments shall be payable by the Customer Client to the Supplier Solicitor until the Customer Client has established the final cost of making those other arrangements, whereupon the Customer Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Solicitor. Clause 9.1 shall not apply where the Customer Client terminates the Contract:
9.2.1 : solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 or solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such lossthereof. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination of the Contract for any reason, the Supplier Solicitor shall, at the request of the Customer Client and at the SupplierSolicitor’s cost:
9.4.1 : immediately return to the Customer Client all Confidential Information and the Customer‘s Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 ; except where the retention of CustomerClient’s Personal Data is required by Law or regulatory purposesLaw, promptly destroy all copies of the Customer’s Personal Client Data and provide written confirmation to the Customer Client that the data has been destroyed.
9.4.3 . immediately deliver to the Customer Client in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier Solicitor by the Customer Client in connection with the Contract provided to the Supplier;
9.4.4 Solicitor; vacate, and procure that the SupplierSolicitor’s Staff vacate, any premises of the Customer Client occupied for the purposes of providing the Contract Services;
9.4.5 ; return to the Customer Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer Client or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 . Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance with, or the Solicitor fails to comply with any of the terms of the Contract then the Client may (whether or not any part of the Contract Services have been delivered) do any one or more of the following: at the Client’s option, give the Solicitor the opportunity (at the Solicitor's expense) to remedy any failure in the performance of the Services together with any damage resulting from such defect or failure (and where such defect or failure is capable of remedy) and carry out any other necessary work to ensure that the terms of the Contract are fulfilled, in accordance with the Client's instructions; without terminating the Contract, itself supply or procure the supply of all or part of the Contract Services until such time as the Solicitor shall have demonstrated to the reasonable satisfaction of the Client that the Solicitor will once more be able to supply all or such part of the Contract Services in accordance with the Contract; without terminating the whole of the Contract, terminate the Contract in respect of part of the Contracting Services only and thereafter itself supply or procure a third party to supply such part of the Contract Services; and/or charge the Solicitor for, whereupon the Solicitor shall on demand pay, any costs reasonably incurred by the Client (including any reasonable administration costs) in respect of the supply of any part of the Contract Services by the Client or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Solicitor for such part of the Contract Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract Services. Save as otherwise expressly provided in the Contract:
9.6.1 : termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer Client or the Supplier Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES The Solicitor shall not, and shall procure that its Sub-Contractors shall not, make any press announcements or publicise the Contract in any way without the Client’s prior written approval and shall take reasonable steps to ensure that the Solicitor’s Staff and professional advisors comply with this Clause 10. Any such press announcements or publicity proposed under this Clause 10 shall remain subject to the rights relating to Confidential Information and Commercially Sensitive Information, Subject to the rights in relation to Confidential Information and Commercially Sensitive Information, the Client shall be entitled to publicise the Contract in accordance with any legal obligation upon the Client including any examination of the Contract by the Auditors. The Solicitor shall not do anything or permit to cause anything to be done, which may damage the reputation of the Client or bring the Client into disrepute.
Appears in 1 contract
Consequences of Expiry or Termination. 9.1 10.1 Subject to Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 10.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 10.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 10.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 10.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 10.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 10.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 10.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 10.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 10.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 10.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 10.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier by the Customer in connection with the Contract provided to the Supplier;
9.4.4 10.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 10.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 10.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 10.5 Not used
9.6 10.6 Save as otherwise expressly provided in the Contract:
9.6.1 10.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 10.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Contract Services
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where
23.1 Where the Customer terminates the Contract pursuant to Clause 8 (Termination) under clauses 22.1, 22.2 or 22.3 and then makes other arrangements for the supply of the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under clauses 22.1, 22.2 or 22.3, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply 23.2 Subject to clause 21, where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4clause 22.4 (Voluntary termination), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure (not including loss of profit) which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps steps, consistent with the obligation to provide the Services during the period of notice, to mitigate such loss. The Within twenty (20) Working Days after service of a notice under clause 22.4 (Voluntary termination), the Supplier shall submit a fully itemised and costed listlist of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under clause 22.4 (Voluntary termination) to be updated only in respect of ongoing costs each week until the Contract is terminated.
23.3 The Customer shall not be liable under clause 23.2 to pay any sum which:
23.3.1 was claimed under insurance held by the Supplier. Where ; or
23.3.2 represents profit for the Supplier holds insurance, or any Sub-contractor; or
23.3.3 when added to any sums paid or due to the Supplier shall reduce its unavoidable costs by any insurance sums availableunder the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period.
9.4 On 23.4 Unless otherwise required by Law, on the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 23.4.1 immediately return to the Customer all Confidential Information Information, Personal Data and Customer’s Pre-Existing IPRs and the Customer‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Subsub-Contractorscontractors, which was obtained or produced in the course of providing the Contract ServicesServices;
23.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier;
9.4.2 except where 23.4.3 on the retention earlier of the receipt of the Customer’s Personal Data is required by Law 's written instructions or regulatory purposestwelve (12) months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.;
9.4.3 23.4.4 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available provided to the Supplier by under clause 5.2. Such property shall be handed back to the Customer in connection good working order (allowance shall be made for reasonable wear and tear);
23.4.5 assist and co-operate with the Contract provided Customer to ensure an orderly transition of the provision of the Services to the Supplier;Replacement Supplier and/or the completion of any work in progress; and
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 23.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligencediligence.
23.5 If the Supplier fails to comply with clause 23.4.1 and 23.4.6, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-contractors where any such items may be held.
9.5 Not used23.6 Where the Customer terminates the Contract under clauses 22.1, 22.2 or 22.3, the Supplier shall provide all assistance under clause 23.4.5 and 23.4.6 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs.
9.6 23.7 At the end of the Contract Period (howsoever arising):
23.7.1 the licence granted pursuant to clause 12.1.1 shall automatically terminate without the need to serve notice; and
23.7.2 at the request of the Customer, the Supplier shall promptly arrange and participate in a post contract review with the Customer to consider all aspects of the provision of the Services.
23.8 Save as otherwise expressly provided in the Contract:
9.6.1 23.8.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 23.8.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 clauses 5.6 (Exit Planning), 13.2 (Payment and ChargesVAT); Clause 4 , 13.3 (LimitationsRecovery of Sums Due); Clause 5 , 18 (Intellectual Property Rights); Clause 6.1 , 19.5 (Protection of Personal Data); Clause 6.2 , 19.6 (Confidentiality; Clause 6.3 ), 19.7 (Official Secrets ActActs 1911 to 1989); Clause 6.4 , 19.8 (Freedom of Information); Clause 11 , 21 (Liabilities), 23 (Consequences of Expiry or Termination), 27 (Prevention of Bribery and Corruption); Clause 13 , 28 (Prevention Records and Audit Access), 35 (Cumulative Remedies), 41 (Conflicts of FraudInterest) and 45 (Disputes and Law); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Framework Agreement
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to DPS Agreement ), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Contract under Clause 41.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 41.7 (Termination without Cause). The Customer shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Contract, exceeds the total sum that would have been payable to the Supplier if this Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the Contract:
9.6.1 this Contract : termination or expiry of the this Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Contract prior to termination or expiration and nothing in the this Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 33 (Intellectual Property Rights); Clause 6.1 , 34.3 (Confidentiality), 34.5 (Freedom of Information) 34.6 (Protection of Personal Data); Clause 6.2 , 36 (Confidentiality; Clause 6.3 Liability), 45 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 51 (Freedom of InformationSeverance); Clause 11 , 53 (Prevention of Bribery Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 57 (Governing Law and Jurisdiction), and the provisions of Contract Schedule 1 (Definitions), Contract Schedule 3 (Contract Charges, Payment and Invoicing), Contract Schedule 9 (Exit Management), Contract Schedule 10 (Staff Transfer), Contract Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Contract Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Contract Schedule 9 (Exit Management).
Appears in 1 contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 56.1 (Termination in Relation to Guarantee), 56.2 (Termination on Material Default), 56.3 (Termination in Relation to Financial Standing), 56.8 (Termination in Relation to Framework Agreement), 56.9 (Termination in Relation to Benchmarking) and 56.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 60.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 56.7 (Termination without Cause) and 57.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 56.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 57.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 56.7 (Termination without Cause). The Customer shall not be liable under Clause 60.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 58.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 58.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 24 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 43 (Intellectual Property Rights); Clause 6.1 , 48.1.13(c) (Confidentiality), 49 (Transparency and Freedom of Information) 49.1.9 (Protection of Personal Data); Clause 6.2 , 51 (Confidentiality; Clause 6.3 Liability), 60 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 66 (Freedom of InformationSeverance); Clause 11 , 68 (Prevention of Bribery Entire Agreement), 69 (Third Party Rights) 71 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 72 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Call Off Contract
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. .Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or Lawor regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including property(including materials, documents, information and access keys but excluding real excludingreal property and IPR) issued or made available to the Supplier by the Customer in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in the Contract:
9.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Contract Services
Consequences of Expiry or Termination. 9.1 8.1 Subject to Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 8.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 8.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 8.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 8.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 8.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 8.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 8.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 8.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 8.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 8.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 8.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier by the Customer in connection with the Contract provided to the Supplier;
9.4.4 8.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 8.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 8.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 8.5 Not used
9.6 8.6 Save as otherwise expressly provided in the Contract:
9.6.1 8.6.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 8.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery Xxxxxxx and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer Client terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 : the Customer Client may recover from the Supplier Solicitor the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer Client in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 ; the Customer Client shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 and no further payments shall be payable by the Customer Client to the Supplier Solicitor until the Customer Client has established the final cost of making those other arrangements, whereupon the Customer Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Solicitor. Clause 9.1 shall not apply where the Customer Client terminates the Contract:
9.2.1 : solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 or solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such lossthereof. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination of the Contract for any reason, the Supplier Solicitor shall, at the request of the Customer Client and at the SupplierSolicitor’s cost:
9.4.1 : immediately return to the Customer Client all Confidential Information and the Customer‘s Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 ; except where the retention of CustomerClient’s Personal Data is required by Law or regulatory purposesLaw, promptly destroy all copies of the Customer’s Personal Client Data and provide written confirmation to the Customer Client that the data has been destroyed.
9.4.3 . immediately deliver to the Customer Client in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier Solicitor by the Customer Client in connection with the Contract provided to the Supplier;
9.4.4 Solicitor; vacate, and procure that the SupplierSolicitor’s Staff vacate, any premises of the Customer Client occupied for the purposes of providing the Contract Services;
9.4.5 ; return to the Customer Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer Client or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 . Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance with, or the Solicitor fails to comply with any of the terms of the Contract then the Client may (whether or not any part of the Contract Services have been delivered) do any one or more of the following: at the Client’s option, give the Solicitor the opportunity (at the Solicitor's expense) to remedy any failure in the performance of the Services together with any damage resulting from such defect or failure (and where such defect or failure is capable of remedy) and carry out any other necessary work to ensure that the terms of the Contract are fulfilled, in accordance with the Client's instructions; without terminating the Contract, itself supply or procure the supply of all or part of the Contract Services until such time as the Solicitor shall have demonstrated to the reasonable satisfaction of the Client that the Solicitor will once more be able to supply all or such part of the Contract Services in accordance with the Contract; without terminating the whole of the Contract, terminate the Contract in respect of part of the Contracting Services only and thereafter itself supply or procure a third party to supply such part of the Contract Services; and/or charge the Solicitor for, whereupon the Solicitor shall on demand pay, any costs reasonably incurred by the Client (including any reasonable administration costs) in respect of the supply of any part of the Contract Services by the Client or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Solicitor for such part of the Contract Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract Services. Save as otherwise expressly provided in the Contract:
9.6.1 : termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer Client or the Supplier Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (LimitationsLiability and Insurance); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where 27.1 Where the Customer terminates the Contract pursuant to Clause 8 under clauses 26.4 (TerminationGuarantee), 26.4 (Termination on Default), 26.7 (Financial Standing), 26.8 (Audit), 26.9 (Benchmarking) and then makes other arrangements for the supply of Goods and/or the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under clauses 26.3, 26.4, 26.7, 26.8 and 26.9, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply 27.2 Subject to clause 25, where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4clause 26.5 (Termination without Cause), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under clause 26.5 (Termination without Cause).
9.4 27.3 The Customer shall not be liable under clause 27.2 to pay any sum which:
27.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or
27.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period.
27.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 27.4.1 immediately return to the Customer all Confidential Information Information, Personal Data and Customer’s Pre-Existing IPRs and the Customer‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Subsub-Contractorscontractors, which was obtained or produced in the course of providing the Contract Goods and Services;
9.4.2 27.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier;
27.4.3 except where the retention of Customer’s Personal Customer Data is required by Law Law, on the earlier of the receipt of the Customer's written instructions or regulatory purposes12 months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.
9.4.3 27.4.4 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available provided to the Supplier by under clause 5.2. Such property shall be handed back to the Customer in connection good working order (allowance shall be made for reasonable wear and tear);
27.4.5 transfer to the Customer and/or the Replacement Supplier (as notified by the Customer) such of the Licensed Goods and/or contracts listed in the Exit Plan as are notified to it by the Supplier and/or the Customer in return for payment of the costs (if any) set out in the Exit Plan in respect of such Licensed Goods and/or contracts;
27.4.6 assist and co-operate with the Contract provided Customer to ensure an orderly transition of the provision of the Services to the SupplierReplacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 27.4.7 return to the Customer any sums prepaid in respect of the Contract Goods and Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 27.4.8 promptly provide all information concerning the provision of the Contract Goods and Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Goods and Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in 27.5 If the Contract:
9.6.1 termination or expiry of Supplier fails to comply with clause 27.4.1 and 27.4.8, the Contract shall be without prejudice Customer may recover possession thereof and the Supplier grants a licence to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, or its permitted agents or Sub-contractors where any other provision of the Contract which expressly or by implication is to such items may be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contractheld.
Appears in 1 contract
Samples: Call Off Agreement
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to Framework Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 41.7 (Termination without Cause). The Customer shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 21. (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 33. (Intellectual Property Rights); Clause 6.1 , 34.3 (Confidentiality), 34.4 (Transparency and Freedom of Information) 34.5 (Protection of Personal Data); Clause 6.2 , 36. (Confidentiality; Clause 6.3 Liability), 45. (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 51. (Freedom of InformationSeverance); Clause 11 , 53. (Prevention of Bribery Entire Agreement), 54. (Third Party Rights) 56. (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 57. (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Occupational Health and Employee Assistance Programme Services Contract
Consequences of Expiry or Termination. 9.1 Subject Consequences of termination under Clauses 41.1 (Termination in Relation to Guarantee), 41.2 (Termination on Material Default), 41.3 (Termination in Relation to Financial Standing), 41.8 (Termination in Relation to Framework Agreement), 41.9 (Termination in Relation to Benchmarking) and 41.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and/or Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the Contract Services in accordance with the requirements remainder of the Contract;
9.1.2 the Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no . No further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer shall be entitled Cause for Failure to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where Pay) Where: the Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the Contract:
9.2.1 solely Supplier terminates this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4Pay), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such lossLosses. The Supplier shall submit a fully itemised and costed listlist of such Losses, with supporting evidenceevidence including such further evidence as the Customer may require, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 41.7 (Termination without Cause). The Customer shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier. Where , and the Supplier holds has failed to make a claim on its insurance, or has failed to make a claim in accordance with the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination procedural requirements of the Contract for insurance policy; or when added to any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession sums paid or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that the data has been destroyed.
9.4.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Customer in connection with the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract provided for a continuing Force Majeure Event pursuant to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of the Customer occupied Termination for the purposes of providing the Contract Services;
9.4.5 return to the Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Any Reason Save as otherwise expressly provided in the this Call Off Contract:
9.6.1 : termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Limitations); Clause 5 , 33 (Intellectual Property Rights); Clause 6.1 , 34.3 (Confidentiality), 34.5 (Freedom of Information) 34.6 (Protection of Personal Data); Clause 6.2 , 36 (Confidentiality; Clause 6.3 Liability), 45 (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 51 (Freedom of InformationSeverance); Clause 11 , 53 (Prevention of Bribery Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 57 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the this Call Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of Call Off Expiry Date. Exit management The Parties shall comply with the Contractexit management provisions set out in Call Off Schedule 9 (Exit Management).
Appears in 1 contract
Samples: Call Off Order Form and Call Off Terms for Goods and/or Services (Non Ict)
Consequences of Expiry or Termination. 9.1 Subject 10.1 The Supplier shall provide such support and assistance required in order to Clause 9.2, where achieve a smooth transfer of the Services to the Customer terminates or a Replacement Supplier before and after the Contract pursuant Expiry Date ("Transitional Assistance") as specified by the Customer at any time prior to Clause 8 (Terminationor within ninety (90) and then makes other arrangements days following) the occurrence of a termination or expiry of the Enabling Agreement, in order to achieve a smooth transfer of the Services to the customer or any Replacement Supplier following such termination or expiry.
10.2 The Customer shall reimburse the Supplier for any reasonable additional costs incurred in providing the supply Transitional Assistance provided that such costs do not exceed the rates forming part of the Contract Services:
9.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurancePrice, the Supplier shall reduce its unavoidable notifies the Customer of such costs by in advance and the Supplier is not required to provide the Transitional Assistance under any insurance sums availableother contractual obligation.
9.4 10.3 On the termination of the Contract Enabling Agreement for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 10.3.1 immediately return to the Customer all Customer Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Subsub-Contractorscontractors, which was obtained or produced in the course of providing the Contract Vehicles and/or Services;
9.4.2 except where 10.3.2 cease to use the retention Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier;
10.3.3 on the earlier of the receipt of the Customer’s Personal Data is required by Law 's written instructions or regulatory purposestwelve (12) Months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.;
9.4.3 10.3.4 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available to the Supplier by the Customer in connection with the Contract provided to the Supplier;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 return . Such property shall be handed back to the Customer any sums prepaid in respect good working order (allowance shall be made for reasonable wear and tear);
10.3.5 assist and co-operate with the Customer to ensure an orderly transition of the Contract provision of the Services not provided by to the date Replacement Supplier and/or the completion of expiry or termination (howsoever arising)any work in progress; and
9.4.6 10.3.6 promptly provide all information concerning the provision of the Contract Vehicles and/or Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Vehicles and/or Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used
9.6 Save as otherwise expressly provided in 10.4 If the Contract:
9.6.1 termination or expiry of Supplier fails to comply with Clause 10.3.4 the Contract shall be without prejudice Customer may recover possession thereof and the Supplier grants a licence to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, or its permitted agents or Sub-Contractors where any other provision of the Contract which expressly or by implication is to such items may be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contractheld.
Appears in 1 contract
Samples: Framework Agreement
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where 27.1 Where the Customer terminates the Contract pursuant to Clause 8 under clauses 26.4 (TerminationGuarantee), 26.4 (Termination on Default), 26.7 (Financial Standing), 26.8 (Audit), 26.9 (Benchmarking) and then makes other arrangements for the supply of Goods and/or the Contract Services:
9.1.1 , the Customer may recover from the Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Customer in securing throughout the remainder of the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 . Where the Contract is terminated under clauses 26.3, 26.4, 26.7, 26.8 and 26.9, no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply 27.2 Subject to clause 25, where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4clause 26.5 (Termination without Cause), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under clause 26.5 (Termination without Cause).
9.4 27.3 The Customer shall not be liable under clause 27.2 to pay any sum which:
27.3.1 was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or
27.3.2 when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period.
27.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 27.4.1 immediately return to the Customer all Confidential Information Information, Personal Data and Customer’s Pre-Existing IPRs and the Customer‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Subsub-Contractorscontractors, which was obtained or produced in the course of providing the Contract Goods and Services;
9.4.2 27.4.2 cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier;
27.4.3 except where the retention of Customer’s Personal Customer Data is required by Law Law, on the earlier of the receipt of the Customer's written instructions or regulatory purposes12 months after the date of expiry or termination, promptly destroy all copies of the Customer’s Personal Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed.
9.4.3 27.4.4 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available provided to the Supplier by under clause 5.2. Such property shall be handed back to the Customer in connection good working order (allowance shall be made for reasonable wear and tear);
27.4.5 transfer to the Customer and/or the Replacement Supplier (as notified by the Customer) such of the Licensed Goods and/or contracts listed in the Exit Plan as are notified to it by the Supplier and/or the Customer in return for payment of the costs (if any) set out in the Exit Plan in respect of such Licensed Goods and/or contracts;
27.4.6 assist and co-operate with the Contract provided Customer to ensure an orderly transition of the provision of the Services to the SupplierReplacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require;
9.4.4 vacate, and procure that the Supplier’s Staff vacate, any premises of the Customer occupied for the purposes of providing the Contract Services;
9.4.5 27.4.7 return to the Customer any sums prepaid in respect of the Contract Goods and Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 27.4.8 promptly provide all information concerning the provision of the Contract Goods and Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Contract Goods and Services have been provided or for the purpose of allowing the Customer or any replacement the Replacement Supplier to conduct due diligence.
9.5 Not used27.5 If the Supplier fails to comply with clause 27.4.1 and 27.4.8, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-contractors where any such items may be held.
9.6 Save as otherwise expressly provided in 27.6 Where the Contract:
9.6.1 termination or expiry end of the Contract shall be without prejudice Period arises due to any rightsthe Supplier’s Default, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier shall provide all assistance under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Limitations); Clause 5 (Intellectual Property Rights); Clause 6.1 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 (Governing Law and Jurisdiction) clause 27.4.5 and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract.
Appears in 1 contract
Samples: Call Off Agreement
Consequences of Expiry or Termination. 9.1 12.1 Subject to Clause 9.212.2, where the Customer terminates the Legal Services Contract pursuant to Clause 8 11 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 12.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Legal Services Contract;
9.1.2 12.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 12.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 12.2 Clause 9.1 12.1 shall not apply where the Customer terminates the Legal Services Contract:
9.2.1 12.2.1 solely pursuant to Clause 8.3 11.3 or Clause 8.411.5; or
9.2.2 12.2.2 solely pursuant to Clause 8.5 11.6 if termination pursuant to Clause 8.5 11.6 occurs as a result of termination of the Framework Panel Agreement pursuant to the provisions of clauses 24.619.1.4, 24.11, 24.12 33.5 or 24.13 of the Framework Agreement33.7 thereof.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 12.3 On the termination of the Legal Services Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 12.3.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Ordered Panel Services;
9.4.2 12.3.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposesLaw, promptly destroy all copies of the Customer’s Personal Customer Data and provide written confirmation to the Customer that the data Customer Data has been destroyed.
9.4.3 12.3.3 immediately deliver to the Customer in good working order (but subject to allowance for reasonable wear and tear) all the property (including materials, documents, information and access keys but excluding real property and IPR) issued or made available to the Supplier by the Customer in connection with the Legal Services Contract provided to the Supplier;
9.4.4 12.3.4 vacate, and procure that the Supplier’s Staff Personnel vacate, any premises of the Customer occupied for the purposes of providing the Contract Ordered Panel Services;
9.4.5 12.3.5 return to the Customer any sums prepaid in respect of the Contract Ordered Panel Services not provided by the date of expiry or termination (howsoever arising); and
9.4.6 12.3.6 promptly provide all information concerning the provision of the Contract Ordered Panel Services which may reasonably be requested by the Customer for the purposes of adequately properly understanding the manner in which the Contract Ordered Panel Services have been provided or for the purpose of allowing the Customer or any replacement Supplier to conduct due diligence.
9.5 Not used12.4 Without prejudice to any other right or remedy which the Customer may have, if any Ordered Panel Services are not supplied in accordance with, or the Supplier fails to comply with any of the terms of the Legal Services Contract then the Customer may (whether or not any part of the Ordered Panel Services have been delivered) do any one or more of the following:
9.6 12.4.1 at the Customer’s option, give the Supplier the opportunity (at the Supplier's expense) to remedy any failure in the performance of the Ordered Panel Services together with any damage resulting from such defect or failure (where such defect or failure is capable of remedy) and carry out any other necessary work to ensure that the terms of the Legal Services Contract are fulfilled, in accordance with the Customer's instructions;
12.4.2 without terminating the Legal Services Contract, itself supply or procure the supply of all or part of the Legal Services Contract Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Customer that the Supplier will once more be able to supply all or such part of the Legal Services Contract Services in accordance with the Legal Services Contract;
12.4.3 without terminating the whole of the Legal Services Contract, terminate the Legal Services Contract in respect of part of the Ordered Panel Services only and thereafter itself supply or procure a third party to supply such part of the Ordered Panel Services; and/or
12.4.4 charge the Supplier for, whereupon the Supplier shall on demand pay, any costs reasonably incurred by the Customer (including any reasonable administration costs) in respect of the supply of any part of the Services by the Customer or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Ordered Panel Services and provided that the Customer uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Ordered Panel Services.
12.5 The Parties shall comply with the exit management provisions set out in Schedule 2 (Exit Management).
12.6 Save as otherwise expressly provided in the Legal Services Contract:
9.6.1 12.6.1 termination or expiry of the Legal Services Contract shall be without prejudice to any rights, remedies or obligations accrued under the Legal Services Contract prior to termination or expiration and nothing in the Legal Services Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and
9.6.2 12.6.2 termination of the Legal Services Contract shall not affect the continuing rights, remedies or obligations of the Customer or the Supplier under the following Clauses: Clause 3 6 (Payment Charges and ChargesInvoicing); Clause 4 7 (LimitationsLiability and Insurance); Clause 5 8 (Intellectual Property Rights); Clause 6.1 9 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 14 (Prevention of Bribery Fraud and CorruptionBribery); Clause 13 (Prevention of Fraud); Clause 21 22 (Contracts (Rights of Third Parties) Act); Clause 23.1 24.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision or Contract Schedule of the Legal Services Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Legal Services Contract.
Appears in 1 contract
Samples: Legal Services Contract
