Common use of Consequences of Expiry or Termination Clause in Contracts

Consequences of Expiry or Termination. Subject to Clause 9.2, where the Client terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services: the Client may recover from the Solicitor the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Client in securing the Contract Services in accordance with the requirements of the Contract; the Client shall take all reasonable steps to mitigate such additional expenditure; and no further payments shall be payable by the Client to the Solicitor until the Client has established the final cost of making those other arrangements, whereupon the Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; 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 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. 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: 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 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Liability 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.

Consequences of Expiry or Termination. Subject to Clause 9.2, where Where the Client Authority terminates the Contract pursuant to under Clause 8 9.2 (TerminationTermination on Default) and then makes other arrangements for the supply of Services, the Contract Services: the Client Authority may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Authority throughout the remainder of the Contract Services in accordance with the requirements of the Contract; the Client Period. The Authority shall take all reasonable steps to mitigate such additional expenditure; and . Where the Contract is terminated under Clause 9.2 (Termination on Default), no further payments shall be payable by the Client Authority to the Solicitor Supplier until the Client Authority has established the final cost of making those other arrangements. Where the Authority terminates the Contract under Clause 9.3 (Break), whereupon (subject to Clause 8), the Client Authority shall be entitled indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to deduct an amount equal to mitigate such loss. Where the final cost 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 other arrangements from loss, with supporting evidence, of losses reasonably and actually incurred by the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; or solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs Supplier as a result of termination of under Clause 9.3 (Break). The Authority shall not be liable under Clause 9.4.2 to pay any sum which:- was claimable under insurance held by the Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under the Contract, itself supply or procure exceeds 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 total sum 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 Supplier if the Contract had not been terminated prior to the expiry of the Contract Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract ServicesPeriod. Save as otherwise expressly provided in the Contract: Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client Authority or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 4.2 (Payment and ChargesVAT); Clause 4 , 4.3 (Liability Recovery of Sums Due), 5.1 (Prevention of Corruption), 6.1 (Data Protection Act), 6.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 6.3 (Confidential Information), 8.1 (Liability, Indemnity and Insurance); Clause 5 , 8.2 (Intellectual Property RightsProfessional Indemnity); Clause 6.1 , 9.4 (Protection Consequences of Personal DataTermination); 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 10.1 (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 disreputeLaw).

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Services: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. Subject to Clause 9.2, where Where the Client CLIENT terminates the Contract pursuant to under Clause 8 55 (TerminationTermination on Default) and then makes other arrangements for the supply of Services, the Contract Services: the Client CLIENT may recover from the Solicitor SERVICE PROVIDER the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing CLIENT throughout the remainder of the Contract Services in accordance with the requirements of the Contract; the Client Period. The CLIENT shall take all reasonable steps to mitigate such additional expenditure; and . Where the Contract or a Statement of Work is terminated under Clause 55 (Termination on Default), no further payments shall be payable by the Client CLIENT to the Solicitor SERVICE PROVIDER until the Client CLIENT has established the final cost of making those other arrangements. Where the CLIENT terminates the Contract under Clause 56 (Break), whereupon (subject to Clause 50), the Client CLIENT shall be entitled indemnify the SERVICE PROVIDER against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the SERVICE PROVIDER by reason of the termination of the Contract, provided that the SERVICE PROVIDER takes all reasonable steps to deduct an amount equal to mitigate such loss. Where the final cost SERVICE PROVIDER holds insurance, the SERVICE PROVIDER shall reduce its unavoidable costs by any insurance sums available. The SERVICE PROVIDER shall submit a fully itemised and costed list of such other arrangements from loss, with supporting evidence, of losses reasonably and actually incurred by the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; or solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs SERVICE PROVIDER as a result of termination of under Clause 56 (Break). The CLIENT shall not be liable under Clause 58.2 to pay any sum which:- was claimable under insurance held by the Framework Agreement pursuant to the provisions of clauses 24.6SERVICE PROVIDER, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in SERVICE PROVIDER has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the SERVICE PROVIDER under the Contract, itself supply or procure exceeds 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 total sum 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 SERVICE PROVIDER if the Contract had not been terminated prior to the expiry of the Contract Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract ServicesPeriod. Save as otherwise expressly provided in the Contract: Contract:- termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client CLIENT or the Solicitor SERVICE PROVIDER under the following Clauses: Clause 3 Clauses 22 (Payment and ChargesVAT); Clause 4 , 23 (Liability and InsuranceRecovery of Sums Due); Clause 5 , 25 (Prevention of Corruption), 32 (Data Protection Act), 32.3 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 34 (Confidential Information), 35 (Freedom of Information), 38 (Intellectual Property Rights); Clause 6.1 , 39 (Protection Audit and the National Audit Office), 46 (Remedies Cumulative), 50.1 (Liability, Indemnity and Insurance), 51 (Professional Indemnity), 58 (Consequences of Personal DataTermination); Clause 6.2 , 60 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 (Freedom of Information); Clause 11 (Prevention of Bribery Recovery upon Termination) and Corruption); Clause 13 (Prevention of Fraud); Clause 21 (Contracts (Rights of Third Parties) Act); Clause 23.1 62 (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 disreputeLaw).

Consequences of Expiry or Termination. Subject to Clause 9.2, where the Client Customer terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services: the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Client Customer in securing the Contract Services in accordance with the requirements of the Contract; the Client Customer shall take all reasonable steps to mitigate such additional expenditure; and no further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon the Client 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 SolicitorSupplier. Clause 9.1 shall not apply where the Client Customer terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; 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 thereofof the Framework Agreement. 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. On the termination of the Contract for any reason, the Solicitor Supplier shall, at the request of the Client Customer and at the SolicitorSupplier’s cost: immediately return to the Client Customer all Confidential Information and the Client‘s 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; except where the retention of ClientCustomer’s Personal Data is required by LawLaw or regulatory purposes, promptly destroy all copies of the Client Customer’s Personal Data and provide written confirmation to the Client Customer that the data has been destroyed. immediately deliver to the Client 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 Solicitor Supplier by the Client Customer in connection with the Contract provided to the SolicitorSupplier; vacate, and procure that the SolicitorSupplier’s Staff vacate, any premises of the Client Customer occupied for the purposes of providing the Contract Services; return to the Client Customer any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client Customer or any replacement Supplier to conduct due diligence. 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. Not used Save as otherwise expressly provided in the Contract: termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Liability and InsuranceLimitations); 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.

Consequences of Expiry or Termination. 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 Client terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Services: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21. (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. Subject to Clause 9.210.2, where the Client terminates the Contract pursuant to Clause 8 9 (Termination) and then makes other arrangements for the supply of the Contract Services: the Client may recover from the Solicitor the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Client in securing the Contract Services in accordance with the requirements of the Contract; the Client shall take all reasonable steps to mitigate such additional expenditure; and no further payments shall be payable by the Client to the Solicitor until the Client has established the final cost of making those other arrangements, whereupon the Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 10.1 shall not apply where the Client terminates the Contract: Contract solely pursuant to Clause 8.3 9.3 or Clause 8.49.4; 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 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers Solicitors or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier Solicitor to conduct due diligence. 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: 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 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Liability and Insurance); Clause 5 6 (Intellectual Property Rights); Clause 6.1 7.1 (Protection of Personal Data); Clause 6.2 7.2 (Confidentiality; Clause 6.3 7.3 (Official Secrets Act); Clause 6.4 7.4 (Freedom of Information); Clause 11 13 (Prevention of Bribery and Corruption); Clause 13 15 (Prevention of Fraud); Clause 21 23 (Contracts (Rights of Third Parties) Act); Clause 23.1 25.1 (Governing Law and Jurisdiction) and, without limitation to the foregoing, any other provision of the Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Contract. 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.

Consequences of Expiry or Termination. Subject to Clause 9.268.2, where the Client terminates Supplier shall indemnify the Customer 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 Material Adverse Publicity). The Supplier shall indemnify the supply of Customer in full upon demand the Contract Services: the Client may recover from the Solicitor the cost costs reasonably incurred in by the Customer of making those any other arrangements and any additional expenditure incurred by the Client 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; the Client Contract Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; . Where the Contract is terminated by the Customer and Clause 68.1 applies to such termination, no further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established and recovered from the Supplier the final cost of making those other arrangements, whereupon the Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; 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 thereof. On the expiry or termination of the Contract for any reason, the Solicitor Supplier shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client Customer all Confidential Information and in the Client‘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; 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 Client’s Personal Customer Data is required by Law, promptly on the earlier of the receipt of the Customer's written instructions or twelve (12) months after the date of expiry or termination of the Contract, destroy all copies of the Client Customer Data and promptly provide written confirmation to the Client Customer that the data has been destroyed. immediately deliver assist and co-operate with the Customer to ensure an orderly transition of the provision of the Services to the 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 Solicitor Replacement Supplier as reasonably requested by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract ServicesCustomer; return to the Client Customer any sums prepaid in respect of any of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client Customer or any replacement the Replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which If the Client may have, if any Contract Services are not supplied in accordance with, or the Solicitor Supplier fails to comply with any Clauses 68.3.1 to 68.3.6, the Customer may recover possession of the terms 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 Contract then the Client Supplier or its permitted agents or Sub-Contractors where any such items may (whether or not any part of be held. Where 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 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 satisfaction costs of providing the Client that assistance and the Solicitor will once more be able to supply Supplier shall take 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 steps to mitigate any additional expenditure in obtaining replacement Contract Servicessuch costs. Save as otherwise expressly provided in the Contract: termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination or expiry of the Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 50 (Payment and ChargesExt Planning); Clause 4 56 (Liability Customer Payments, Supplier Payments and InsurancePayment 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. 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.;

Consequences of Expiry or Termination. 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 Client terminates the Contract pursuant to Clause 8 (Termination) 46.1; and then makes other arrangements for the supply of the Contract Services: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 42.7 (Termination without Cause) and 43.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 42.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 43.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 44.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 44.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 22 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 52.7 (Termination without Cause) and 53.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 52.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 53.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 54.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 54.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 23 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. Subject Consequences of termination under Clauses 46.1 (Termination in Relation to Guarantee), 46.2 (Termination on Material Default), 46.3 (Termination in Relation to Financial Standing), 46.8 (Termination in Relation to Framework Agreement), 46.9 (Termination in Relation to Benchmarking) and 46.10 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Client terminates the Contract pursuant to Clause 8 (Termination) 50.1; and then makes other arrangements for the supply of the Contract Services: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 46.7 (Termination without Cause) and 47.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 46.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 47.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of under Clause 46.7 (Termination without Cause). The Customer shall not be liable under Clause 50.2.1 to pay any sum which: was claimable under insurance held by the Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 48.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 48.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 26. (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); Clause 5 , 38. (Intellectual Property Rights); Clause 6.1 , (Confidentiality), (Transparency and Freedom of Information) (Protection of Personal Data); Clause 6.2 , 41. (Confidentiality; Clause 6.3 Liability), 50. (Official Secrets ActConsequences of Expiry or Termination); Clause 6.4 , 56. (Freedom of InformationSeverance); Clause 11 , 58. (Prevention of Bribery Entire Agreement), 59. (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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client terminates the Contract pursuant to Clause 8 (Termination) 42.1; and then makes other arrangements for the supply of the Contract Services: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call-Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 38.7 (Termination without Cause) and 39.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call-Off Contract under Clause 38.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call-Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 56 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call-Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call-Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call-Off Contract had not been terminated. Consequences of termination under Clause 40.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by 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: 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 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Solicitor under the following Clauses: Clause 3 40.1 (Payment and ChargesTermination for Continuing Force Majeure Event); Clause 4 (Liability 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.

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. Subject Where the Contracting Body terminates this Contract under any of the following Clauses 18.4 (Termination on Default), 18.6 (Termination on Financial Standing), 18.7 (Termination on Audit), 18.8 (Termination on Bribery and Corruption), 18.9 (Termination in relation to Clause 9.2Fraud) 18.11 (Termination on Critical Service Failure), where 18.12 (Termination on Failure to Comply with the Client terminates the Contract pursuant to Clause 8 Implementation Plan and/or Achieve Milestone Dates) and 18.13 (TerminationPartial Termination (providing a partial termination arises from Supplier Default)) and then makes other arrangements for the supply of the Contract Services: , the Client Contracting Body may recover from the Solicitor Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Client in securing Contracting Body throughout the remainder of the Contract Services in accordance with the requirements of the Contract; the Client Period. The Contracting Body shall take all reasonable steps to mitigate such additional expenditure; and . Where this Contract is terminated under the above Clauses no further payments shall be payable by the Client Contracting Body to the Solicitor Supplier until the Client Contracting Body has established the final cost of making those other arrangements, whereupon . Where the Client shall Contracting Body terminates under Clause 18.5 early termination charges listed in the Service Catalogue or outlined in the Order Form will be entitled to deduct an amount equal to applied subject to: Termination charges will only apply during the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; 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 thereofInitial Term. On the termination of the this Contract for any reason, the Solicitor Supplier shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client Contracting Body all Confidential Information and Information, the Client‘s Contracting Body Personal Data and Contracting Body Pre-Existing IPRs in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services; use reasonable endeavours to procure that the benefit of manufacturer’s warranty in respect of the Services is assigned, or otherwise transferred to the Contracting Body; immediately cease to use the Contracting Body Data and, at the direction of the Contracting Body provide the Contracting Body and/or the Replacement Supplier with a complete and uncorrupted version of the Contracting Body Data in electronic form in the formats and on media agreed with the Contracting Body and/or the Replacement Supplier; immediately cease to use the Contracting Body Marks and cease offering any products or services by reference to, the Contracting Body Marks or any similar mark; except where the retention of Client’s Personal Contracting Body Data is required by Law, promptly on the earlier of the receipt of the Contracting Body's written instructions or twelve (12) Months after the date of expiry or termination, destroy all copies of the Client Contracting Body Data and promptly provide written confirmation to the Client Contracting Body that the data has been destroyed. immediately deliver to the Client in good working order (but subject to allowance for reasonable wear and tear) Contracting Body all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available to the Solicitor by the Client in connection with the Contract provided to the SolicitorSupplier under Clause 9.3 (Property). Such Property shall be handed back to the Contracting Body in good working order (allowance shall be made for reasonable wear and tear); vacate, assist and procure that co-operate with the Solicitor’s Staff vacate, any premises Contracting Body to ensure an orderly transition of the Client occupied for provision of the purposes Services to the Replacement Supplier and/or the completion of providing any work in progress in accordance with the Contract ServicesExit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Contracting Body may require; return to the Client Contracting Body any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client Contracting Body for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client Contracting Body or any replacement the Replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which If the Client may have, if any Contract Services are not supplied in accordance with, or the Solicitor Supplier fails to comply with any Clauses 19.3.1 to 19.3.6, the Contracting Body may recover possession of the terms items to which they relate and the Supplier hereby grants a licence to the Contracting Body to enter (for the purposes of such recovery) any premises of the Supplier and/or shall use its best endeavours to procure that the Contracting Body shall be granted a licence to enter (for the purposes of such recovery) any premises of the Supplier’s permitted agents or Sub-Contractors where any such items may be held. Where the Contract is terminated due to the Supplier's Default, the Supplier shall provide all assistance under Clause 19.3.7 and 19.3.9 free of charge. Otherwise, the Contracting Body shall pay the Supplier's reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. At the end of the Contract then Period (howsoever arising) the Client may licence granted pursuant to Clause 9.2.1 (whether or not any part of Licence to Occupy Premises) shall automatically terminate without 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) need 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 Servicesserve notice. Save as otherwise expressly provided in the 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 termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Client Contracting Body or the Solicitor Supplier under the following Clauses: Clause 3 3.9 (Exit Planning), Clause 4 (Assistance on Expiry or Termination), Clause 10.2 (Payment and ChargesVAT); , Clause 4 10.3 (Liability and InsuranceRecovery of Sums Due); , Framework Clause 5 FW-39 (Intellectual Property RightsRights and Indemnity); , Clause 6.1 15.3 (Protection of Personal Data); , Framework Clause 6.2 FW-41 (Confidentiality; ), Clause 6.3 15.4 (Official Secrets ActActs 1911 to 1989); , Framework Clause 6.4 FW-40 (Freedom of InformationInformation and Transparency); , Clause 11 17 (Liabilities), Clause 19 (Consequences of Expiry or Termination), Framework Clause FW-36 (Prevention of Bribery and Corruption); , Framework Schedule 7 (Records and Audit Access), Framework Clause 13 FW-37 (Prevention of Safeguarding Against Fraud); , Clause 21 25 (Cumulative Remedies), Framework Clause FW-10 (Conflicts of Interest), Clause 32 (The Contracts (Rights of Third PartiesParties Act 1999) Act); Clause 23.1 and 35.1 (Governing Law and Jurisdiction), Clause 36 (Intellectual Property Rights and Indemnity) and, without limitation to and the foregoing, any other provision relevant parts 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, Order Form 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 Schedule relating to Confidential Information such provisions. and Commercially Sensitive Information. Subject to for the rights in relation to Confidential Information and Commercially Sensitive Informationavoidance of doubt, the Client shall be entitled Parties agree that where this Contract is terminated due to publicise a Default, the Contract in accordance with any legal obligation upon the Client including any examination of the Contract by the Auditors. The Solicitor Contracting Body shall not do anything be liable to pay to or permit to cause anything to be done, reimburse the Supplier any costs whatsoever which may damage arise as a result of such termination due to a Default nor shall the reputation of the Client or bring the Client into disreputeContracting Body incur any liability whatsoever where termination is brought about due to a Default.

Consequences of Expiry or Termination. 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 Lease Agreement under any of the Clauses referred to in Clause 9.2, where the Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Lease Agreement Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon the Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; or solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result Consequences of termination of under Clauses 50.7 (Termination without Cause) and 51.1 (Termination on Customer Cause for Failure to Pay) Where the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data Customer terminates (in its possession whole or in part) this Lease Agreement under Clause 50.7 (Termination without Cause) 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid Customer shall: in respect of the Contract Services not provided Goods that are no longer required by the Customer the customer shall pay to the Supplier upon termination: all arrears of Rentals; and the sum of all the Rentals that would (but for the termination) have been due during the remainder of the Term each discounted at a rate of at least [10%] in respect of the period between the date of expiry or termination (howsoever arising); actual payment and promptly provide all information concerning the provision of date when the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner Rentals would have become due. in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. 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 respect of the Services together with that are no longer required by the Customer, indemnify the Supplier against any damage resulting from such defect or failure (reasonable and where such defect or failure is capable proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of remedy) and carry out any other necessary work to ensure the termination of this Lease Agreement, provided that the terms Supplier takes all reasonable steps to mitigate such Losses. The Supplier shall submit a fully itemised and costed list of such Losses, with supporting evidence including such further evidence as the Customer may require, reasonably and actually incurred by the Supplier. Where the Supplier terminates this Lease Agreement pursuant to Clause 51.1 (Termination on Customer Cause for Failure to Pay) the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the Contract are fulfilledtermination of this Lease Agreement, provided that the Supplier takes all reasonable steps to mitigate such Losses. The Supplier shall submit a fully itemised and costed list of such Losses, with supporting evidence including such further evidence as the 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 Client's instructions; without terminating the Contract, itself supply or procure the supply of all or part procedural requirements of the Contract Services until such time as the Solicitor shall have demonstrated insurance policy; or when added to any sums paid or due to the reasonable satisfaction of Supplier under this Lease Agreement, exceeds the Client total sum 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 Supplier if this Lease Agreement 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 such part Continuing Force Majeure Event) The costs of termination incurred by the Contract Services and provided that the Client uses its reasonable endeavours Parties shall lie where they fall if either Party terminates or partially terminates this Lease Agreement for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 52.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the Contractthis Lease Agreement: termination or expiry of the Contract this Lease Agreement shall be without prejudice to any rights, remedies or obligations accrued under the Contract this Lease Agreement prior to termination or expiration and nothing in the Contract this Lease Agreement shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the Contract this Lease Agreement shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 24 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 Lease Agreement Schedule 1 (Definitions), Lease Agreement Schedule 3 (Lease Agreement Charges, Payment and Invoicing), Lease Agreement Schedule 9 (Exit Management), Lease Agreement Schedule 10 (Staff Transfer), Lease Agreement Schedule 11 (Dispute Resolution Procedure) and, without limitation to the foregoing, any other provision of the Contract this Lease Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the ContractLease Agreement Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeLease Agreement Schedule 9 (Exit Management).

Consequences of Expiry or Termination. Subject Following the service of a Termination Notice for any reason the Supplier shall continue to Clause 9.2, where be under an obligation to provide the Client terminates Services to the Contract pursuant required Service Levels and to Clause 8 (Termination) and then makes other arrangements for ensure that there is no degradation in the supply standards of the Contract ServicesServices until the date of the termination and the Authority shall have the right to use the Specially Written Software without charge or other obligation to the Supplier. In the event of termination or expiry, the Supplier shall: repay to the Client may recover from the Solicitor the cost reasonably incurred Authority all Charges it has been paid in making those other arrangements and any additional expenditure incurred advance in respect of Services not provided by the Client Supplier as at the date of expiry or termination; comply with its obligations contained in securing the Contract Services in accordance with Exit Plan; and subject to the requirements content of the Contract; Exit Plan, cease to use the Client shall take all reasonable steps to mitigate such additional expenditure; and no further payments shall be payable by the Client to the Solicitor until the Client has established the final cost of making those other arrangements, whereupon the Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; 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 thereof. On the termination of the Contract for any reason, the Solicitor shallAuthority Data and, at the request direction of the Client Authority provide the Authority and/or the Replacement Supplier with a complete and at uncorrupted version of the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Authority Data in its possession or electronic form in the possession formats and on media agreed with the Authority and/or the Replacement Supplier; and on the earlier of the receipt of the Authority's written instructions or under 24 months after the control date of any permitted suppliers expiry or Sub-Contractorstermination, which was obtained or produced in the course of providing the Contract Services; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Authority Data, excepting a copy of any such Authority Data which is also a record as set out in Schedule 8.4 (Records Provisions) and promptly provide written confirmation to the Client Authority that the data has been destroyed. immediately deliver ; and provide access during normal working hours to the Client in good working order (but subject Authority and/or the Replacement Supplier for up 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of 12 months after expiry or termination (howsoever arising)to: such information relating to the Services as remains in the possession or control of the Supplier; and promptly provide all information concerning such members of the Supplier Personnel as have been involved in the design, development and provision of the Contract Services which may reasonably be requested and who are still employed by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may haveSupplier, 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 Authority and/or the Replacement Supplier shall pay the reasonable endeavours to mitigate any additional expenditure in obtaining replacement Contract Services. Save as otherwise expressly provided in the Contract: termination or expiry costs of the Contract shall be without prejudice Supplier actually incurred in responding to any rightsrequests for access under this clause 57.2.56. The provisions of clauses 23 (Audits), 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 termination of the Contract shall not affect the continuing rights32 (Non-Solicitation), remedies or obligations of the Client or the Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Liability and Insurance); Clause 5 33 (Intellectual Property Rights); Clause 6.1 , 34 (Licences Granted by the Supplier), 40 (Protection of Personal Data); Clause 6.2 (Confidentiality; Clause 6.3 (Official Secrets Act); Clause 6.4 , 41 (Freedom of Information); Clause 11 , 42 (Confidentiality), 51 (Indemnities), 52 (Limitations on Liability), 57 (Consequences of Termination), 58 (Payments made on Termination), 65 (Prevention of Bribery and Corruption); Clause 13 , 67 (Prevention of FraudSeverance); Clause 21 , 69 (Contracts Entire Agreement), 70 (Rights of Third PartiesParty Rights) Act); Clause 23.1 and 72 (Governing Law and Jurisdiction), and the provisions of schedules 1 (Definitions), 7.1 (Charges), 9.1 (Staff Transfer) 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 and 8.5 (Exit Management) shall survive the termination or expiry of the this Contract. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES The Solicitor shall not, and shall procure that its Sub-Contractors shall not, make PAYMENTS MADE ON TERMINATION Save for any press announcements or publicise the Contract payments in respect of 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 assets made in accordance with any legal obligation upon schedule 8.5 (Exit Management), the Client including any examination Authority shall not make a payment to the Supplier: on the expiry of the Contract Term; for Termination for Cause by the AuditorsAuthority in accordance with clause 55.1 or for Partial Termination in accordance with clause 55.5.1; or for termination for Change of Control in accordance with clause 55.4.1. [Not Used] [Not Used] The Solicitor costs of termination incurred by the parties shall not do anything lie where they fall if either party terminates or permit partially terminates this Contract pursuant to cause anything to be done, which may damage the reputation of the Client or bring the Client into disreputeclause 55.8 (Termination for Continuing Force Majeure Event). [Not used].

Consequences of Expiry or Termination. Subject to Clause 9.2, where Where the Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the remainder of the Contract Services in accordance with the requirements of the Contract; the Client Period. The Customer shall take all reasonable steps to mitigate such additional expenditure; and . Where the Contract is terminated under clauses 22.1, 22.2 or 22.3, no further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements. Subject to clause 21, whereupon where the Client Customer terminates the Contract under clause 22.4 (Voluntary termination), the Customer shall be entitled 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, consistent with the obligation to deduct an amount equal provide the Services during the period of notice, to mitigate such loss. Within twenty (20) Working Days after service of a notice under clause 22.4 (Voluntary termination), the final cost Supplier shall submit a fully itemised and costed list of such other arrangements from loss, with supporting evidence, of losses reasonably and actually incurred by the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; or solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs 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. The Customer shall not be liable under clause 23.2 to pay any sum which: was claimed under insurance held by the Supplier; or represents profit for the Supplier or any Sub-contractor; or when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Framework Agreement pursuant to the provisions of clauses 24.6Contract Period. Unless otherwise required by Law, 24.11, 24.12 or 24.13 thereof. On on the termination of the Contract for any reason, the Solicitor Supplier shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client Customer all Confidential Information Information, Personal Data and Customer’s Pre‑Existing IPRs and the Client‘s Personal Data Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractorssub‑contractors, which was obtained or produced in the course of providing the Contract Services; except where cease to use the retention Customer Data and, at the direction of Client’s Personal the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data is required by Lawin electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier; on the earlier of the receipt of the Customer's written instructions or twelve (12) months after the date of expiry or termination, promptly destroy all copies of the Client Customer Data and promptly provide written confirmation to the Client Customer that the data has been destroyed. ; immediately deliver to the Client in good working order (but subject to allowance for reasonable wear and tear) Customer all the property Property (including materials, documents, information and access keys but excluding real property and IPRkeys) issued or made available to the Solicitor by the Client in connection with the Contract provided to the SolicitorSupplier under clause 5.2. Such property shall be handed back to the Customer in good working order (allowance shall be made for reasonable wear and tear); vacate, assist and procure that co‑operate with the Solicitor’s Staff vacate, any premises Customer to ensure an orderly transition of the Client occupied for provision of the purposes of providing the Contract Services; return Services to the Client Replacement Supplier and/or the completion of any sums prepaid work in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising)progress; and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client Customer for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client Customer or any replacement the Replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which If the Client may have, if any Contract Services are not supplied in accordance with, or the Solicitor 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 terms Supplier or its permitted agents or Sub‑contractors where any such items may be held. Where the Customer terminates the Contract under clauses 22.1, 22.2 or 22.3, the Supplier shall provide all assistance under clause 23.4.5 and 23.4.6 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. At the end of the Contract then Period (howsoever arising): the Client may (whether or not any part licence granted pursuant to clause 12.1.1 shall automatically terminate without the need to serve notice; and at the request of the Contract Services have been delivered) do any one or more Customer, the Supplier shall promptly arrange and participate in a post contract review with the Customer to consider all aspects 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 provision 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: 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 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 clauses 5.6 (Exit Planning), 13.2 (Payment and ChargesVAT); Clause 4 , 13.3 (Liability and InsuranceRecovery 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. 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.

Consequences of Expiry or Termination. 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 Client terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and Services: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.6 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 41.6 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by 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: 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 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Solicitor under the following Clauses: Clause 3 43.1 (Payment and ChargesTermination for Continuing Force Majeure Event); Clause 4 (Liability 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.

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the remainder of the Contract Services in accordance with the requirements of the Contract; the Client Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 51.7 (Termination without Cause) and 52.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Contract under Clause 51.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 52.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Contract had not been terminated. Consequences of termination under Clause 53.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 53.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the Contractthis 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 termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 24 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractContract Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeSchedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 44.8 (Termination without Cause) and 45.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 44.8 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 45.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 46.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 46.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 23 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the remainder of the Contract Services in accordance with the requirements of the Contract; the Client Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Contract , provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructions; without terminating the Contract, itself supply or procure the supply of all or part procedural requirements of the Contract Services until such time as the Solicitor shall have demonstrated insurance policy; or when added to any sums paid or due to the reasonable satisfaction of Supplier under this Contract , exceeds the Client total sum 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 Supplier if this Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the Contractthis 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 termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractContract Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeSchedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the remainder of the Contract Services in accordance with the requirements of the Contract; the Client Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the Contractthis 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 termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractContract Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeSchedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Goods and Services: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by 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: 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 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Solicitor under the following Clauses: Clause 3 43.1 (Payment and ChargesTermination for Continuing Force Majeure Event); Clause 4 (Liability 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.

Consequences of Expiry or Termination. 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 Client terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Services: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); Clause 5 , 33 (Intellectual Property Rights); Clause 6.1 , 34.3 (Confidentiality),34.5 (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 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 disreputeCall Off Expiry Date.

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 54.7 (Termination without Cause) and 55.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 54.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 55.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 56.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 56.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor 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 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon the Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; or solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result Consequences of termination of under Clauses 50.7 (Termination without Cause) and 51.1 (Termination on Customer Cause for Failure to Pay) Where the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data Customer terminates (in its possession whole or in part) this Call Off Contract under Clause 50.7 (Termination without Cause) 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid Customer shall: in respect of the Contract Services not provided 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 expiry or termination (howsoever arising); actual payment and promptly provide all information concerning the provision of date when the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner Charges would have become due. in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. 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 respect of the Services together with that are no longer required by the Customer, indemnify the Supplier against any damage resulting from such defect or failure (reasonable and where such defect or failure is capable proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of remedy) and carry out any other necessary work to ensure the termination of this Call Off Contract, provided that the terms Supplier takes all reasonable steps to mitigate such Losses. The Supplier shall submit a fully itemised and costed list of such Losses, with supporting evidence including such further evidence as the Customer may require, reasonably and actually incurred by the Supplier. Where the Supplier terminates this Call Off Contract pursuant to Clause 51.1 (Termination on Customer Cause for Failure to Pay) the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the Contract are fulfilledtermination of this Call Off Agreement, provided that the Supplier takes all reasonable steps to mitigate such Losses. The Supplier shall submit a fully itemised and costed list of such Losses, with supporting evidence including such further evidence as the 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 Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 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 such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 52.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 24 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 43.7 (Termination without Cause) and 44.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 43.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 44.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 45.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by 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: 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 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Solicitor under the following Clauses: Clause 3 45.1 (Payment and ChargesTermination for Continuing Force Majeure Event); Clause 4 (Liability 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.

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21. (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the remainder of the Contract Services in accordance with the requirements of the Contract; the Client Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the Contractthis 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 termination of the this Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractContract Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeSchedule 9 (Exit Management).

Consequences of Expiry or Termination. 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 Client 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: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 56.7 (Termination without Cause) and 57.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 56.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 57.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 58.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 58.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 24 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. Subject to Clause 9.2, where the Client terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services: the Client may recover from the Solicitor the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Client in securing the Contract Services in accordance with the requirements of the Contract; the Client shall take all reasonable steps to mitigate such additional expenditure; and no further payments shall be payable by the Client to the Solicitor until the Client has established the final cost of making those other arrangements, whereupon the Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; 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 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. 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: 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 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Liability and InsuranceLimitations); 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.

Consequences of Expiry or Termination. 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 Client terminates the Contract pursuant to Clause 8 (Termination) 45.1; and then makes other arrangements for the supply of the Contract Services: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 41.7 (Termination without Cause) and 42.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 41.7 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 42.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of 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 Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract Services and provided that the Client uses its reasonable endeavours for a continuing Force Majeure Event pursuant to mitigate any additional expenditure in obtaining replacement Contract ServicesClause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in the this Call Off Contract: termination or expiry of the this Call Off Contract shall be without prejudice to any rights, remedies or obligations accrued under the this Call Off Contract prior to termination or expiration and nothing in the this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the this Call Off Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Solicitor Supplier under the following Clauses: Clause 3 Clauses 21 (Payment and ChargesRecords, Audit Access & Open Book Data); Clause 4 (Liability and Insurance); 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 the ContractCall Off Expiry Date. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES Exit management The Solicitor Parties 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 exit management provisions set out 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 disreputeCall Off Schedule 9 (Exit Management).

Consequences of Expiry or Termination. Subject to Clause 9.2, where the Client terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services: the Client may recover from the Solicitor the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Client in securing the Contract Services in accordance with the requirements of the Contract; the Client shall take all reasonable steps to mitigate such additional expenditure; and no further payments shall be payable by the Client to the Solicitor until the Client has established the final cost of making those other arrangements, whereupon the Client shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client terminates the Contract: solely pursuant to Clause 8.3 or Clause 8.4; 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 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. 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: 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 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Solicitor under the following Clauses: Clause 3 (Payment and Charges); Clause 4 (Liability 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.

Consequences of Expiry or Termination. Subject Consequences of termination under Clauses 39.1 (Termination in Relation to Guarantee), 39.2 (Termination on Material Default), 39.3 (Termination in Relation to Financial Standing), 39.7 (Termination in Relation to Framework Agreement), 39.8 (Termination in Relation to Benchmarking) and 39.9 (Termination in Relation to Variation) Where the Customer: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 9.2, where the Client terminates the Contract pursuant to Clause 8 (Termination) 43.1; and then makes other arrangements for the supply of the Contract Services: , the Client Customer may recover from the Solicitor Supplier the cost reasonably incurred in of making those other arrangements and any additional expenditure incurred by the Client in securing Customer throughout the Contract Services in accordance with the requirements remainder of the Contract; the Client Call Off Contract Period provided that Customer shall take all reasonable steps to mitigate such additional expenditure; and no . No further payments shall be payable by the Client Customer to the Solicitor Supplier until the Client Customer has established the final cost of making those other arrangements, whereupon . Consequences of termination under Clauses 39.6 (Termination without Cause) and 40.1 (Termination on Customer Cause for Failure to Pay) Where: the Client shall be entitled to deduct an amount equal to Customer terminates (in whole or in part) this Call Off Contract under Clause 39.6 (Termination without Cause); or the final cost of such other arrangements from the further payments then due to the Solicitor. Clause 9.1 shall not apply where the Client Supplier terminates the Contract: solely this Call Off Contract pursuant to Clause 8.3 or Clause 8.4; or solely pursuant 40.1 (Termination on Customer Cause for Failure to Clause 8.5 if Pay), the Customer shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination pursuant of this Call Off Contract, provided that the Supplier takes all reasonable steps to Clause 8.5 occurs mitigate such Losses. 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 of under Clause 39.6 (Termination without Cause). The Customer shall not be liable under Clause 43.2.1 to pay any sum which: was claimable under insurance held by the Framework Agreement pursuant to the provisions of clauses 24.6Supplier, 24.11, 24.12 or 24.13 thereof. On the termination of the Contract for any reason, the Solicitor shall, at the request of the Client and at the Solicitor’s cost: immediately return to the Client all Confidential Information and the Client‘s Personal Data in Supplier has failed to make a claim on 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; except where the retention of Client’s Personal Data is required by Law, promptly destroy all copies of the Client Data and provide written confirmation to the Client that the data has been destroyed. immediately deliver to the 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 Solicitor by the Client in connection with the Contract provided to the Solicitor; vacate, and procure that the Solicitor’s Staff vacate, any premises of the Client occupied for the purposes of providing the Contract Services; return to the Client any sums prepaid in respect of the Contract Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Contract Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Contract Services have been provided or for the purpose of allowing the Client or any replacement Supplier to conduct due diligence. Without prejudice to any other right or remedy which the Client may have, if any Contract Services are not supplied in accordance withinsurance, or the Solicitor fails has failed 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, make a claim in accordance with the Client's instructionsprocedural requirements of the insurance policy; without terminating or when added to any sums paid or due to the Supplier under this Call Off Contract, itself supply or procure exceeds 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 total sum 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 Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 41.1 (Termination for such part Continuing Force Majeure Event) The costs of termination incurred by 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: 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 termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Solicitor under the following Clauses: Clause 3 41.1 (Payment and ChargesTermination for Continuing Force Majeure Event); Clause 4 (Liability 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.