Common use of CONSEQUENCES OF TERMINATION AND EXPIRY Clause in Contracts

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default)26.8, and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Quarterly Self Audit Compliance Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Framework Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. ‌ 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)28. 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Call- Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 28.4 The Authority shall be entitled to require access to data or information arising from the provision of the Goods and Services by the Supplier until the latest of: 28.5.1 28.4.1 the expiry of a period of twelve seven (127) Months Years following termination or expiry of this Framework Agreement; or 28.5.2 28.4.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Goods and Services under any Call-Off ContractAgreement. 28.6 28.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 28.6 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 9.1 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), ) 22 (Data Protection), 23 (Freedom of Information), ) 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 37 (Waiver and Cumulative), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 45 (Law and Jurisdiction), Framework Agreement Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management InformationInformation Requirements), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (ManagementKey Performance Indicators), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 24.1. Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)24. 28.2 24.2. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Call Off Contracts Contract shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Contract and the Supplier shall continue to pay any Management Charges Charge due to the Authority in relation to such Call-Call Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 24.3. If the Authority terminates the Framework Agreement under Clause 26.8 22.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision supply of the Services and any additional expenditure incurred by to Contracting Bodies, the Supplier shall indemnify the Authority as a result in full upon demand for the cost of such a default. Where procuring, implementing and operating any alternative or replacement services to the Framework Agreement is terminated under Clause 26.8Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 28.4 24.4. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance). 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 24.5. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions 24.6. Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 24.6.1. Clauses 1 (Interpretation), 6 (Ordering ProceduresWarranties, Representations and Undertakings), 8 (Warranties and Representations), 9 7 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Framework Agreement and Call Off Contract Performance), 15 13 (Provision of Management Information), 16 (Management Charge), 17 14 (Records and Audit Access), 19 15 (Confidentiality), 21 16 (Official Secrets ActsTransparency), 22 17 (Compliance with Applicable Law), 18 (Data Protection), 23 19 (Freedom of Information), 28 24 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 27 (Rights of Third Parties), 37 28 (Severability), 29 (Waiver and Cumulative Remedies) ), 32 (Entire Agreement), 33 (Intellectual Property Rights and 47 Indemnity), 34 (Complaints Handling and Resolution), 36 (Dispute Resolution), 37 (Law and Jurisdiction), 39 (Management Charge), 40 (Liability), 41 (Insurance), 42 (Notices),and 44 (Financial Distress); and 24.6.2. Framework Agreement Schedules 1 (ServicesServices and Key Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Annual Self Audit Certificate), [11 (Guarantee)], 12 (Commercially Sensitive Information), 13 (StandardsFramework Management), 14 (ManagementInsurance Requirements), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement16 (Financial Distress) and 17 (Tender).

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 25.1. Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)25. 28.2 25.2. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Call Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 25.3. If the Authority terminates the Framework Agreement under Clause 26.8 23.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision supply of the ServicesGoods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party in full upon demand for the provision cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8Goods and/or Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 28.4 25.4. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance). 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 25.5. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions 25.6. Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 25.6.1. Clauses 1 (Definitions and Interpretation), 6 (Ordering ProceduresSharing of Information), 7 (Warranties, Representations and Undertakings), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 9 (Conflicts of Interest), 11 10 (Safeguard Safeguarding Against Fraud), 12 11 (Call-Call Off Contract Agreement Performance), 15 12 (Non-discrimination), 13 (Provision of Management Information), 16 14 (Management Charge), 17 15 (Records and Audit Access), 19 16 (Confidentiality), 21 17 (Official Secrets ActsTransparency), 22 18 (Applicable Laws), 19 (Data Protection), 23 20 (Freedom of Information), 28 23 (Termination), 25 (Consequences of Termination and Expiry), 29 26 (Liability), 30 27 (Insurance), 34 30 (Rights of Third Parties), 37 32 (Severability), 33 (Waiver and Cumulative Remedies), 34 (Relationship of the Parties), 35 (Further Assurances), 36 (Entire Agreement), 37 (Notices), 38 (Intellectual Property Rights and Indemnities), 39 (Complaints and Handling), 41 (Dispute Resolution) and 47 42 (Law and Jurisdiction), ; and 25.6.2. Framework Agreement Schedules 1 (ServicesGoods and/or Services and Key Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), and 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 27.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)27. 28.2 27.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreements and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 27.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 27.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 27.5 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties 7(Warranties and Representations), 9 8 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 9 (Safeguard Against Fraud), 12 11 (Call-Off Contract Agreement Performance), 15 14 (Provision of Management Information), 16 15 (Management Charge), 17 16 (Records and Audit Access), 19 18 (Confidentiality), 21 20 (Official Secrets Acts), 22 21 (Data Protection), 23 22 (Freedom of Information), 28 27 (Consequences of Termination and Expiry), 29 28 (Liability), 30 29 (Insurance), 34 33 (Rights of Third Parties), 37 36 (Waiver and Cumulative Remedies) and 47 45 (Law and Jurisdiction), Framework Agreement Schedules Schedules: 1 (Services), 2 (Charging Structure), 3 (Sub-Contractors), 3 4 (Charging StructureOrdering Procedure), 5 (Ordering ProcedureLetter of Appointment and Call-Off terms), 6 (Award Criteria), 7 (Value for Money), 8 (Management Information), 9 (Annual Self Audit Certificate), 11 (Guarantee), 12 10 (Commercially Sensitive Information), 13 11 (Standards), 14 (Framework Management), 12 (Specified Rights of the Contracting Bodies), 13 (Guarantee) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 29.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)29. 28.2 29.2 Termination or expiry of this Framework Agreement shall not cause any Call-Call- Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 29.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, : 29.3.1 save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance; and 29.3.2 it may keep one copy of such data or information to enable it to comply with Law or the requirements of a Regulatory Body save that in such circumstances such data or information shall be kept in a secure environment and shall not be disclosed except as required by Law or pursuant to the requirements of a Regulatory Body. 28.5 29.4 The Authority shall be entitled to require access to data or information arising from the provision of the Available Goods and Services by the Supplier until the latest of: 28.5.1 29.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 29.4.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Goods and Services under any Call-Off ContractAgreement. 28.6 29.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 29.6 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention Corrupt Gifts and Payment of Bribery and CorruptionCommission), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 16 (Provision of Management Information), 16 17 (Management Charge), 17 17.1 (Records and Audit Access), 19 20 (Confidentiality), 21 22 (Official Secrets Acts), 22 ) 23 (Data Protection), 23 24 (Freedom of Information), 28 ) 29 (Consequences of Termination and Expiry), 29 30 (Liability), 30 31 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 44 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 25.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier Provider shall continue to fulfil its obligations under this the Framework Agreement until the date of expiry or termination of this the Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)25. 28.2 25.2 Suspension from Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 25.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier Provider shall return to the Authority any Authority’s data and Confidential Information belonging to the Authority in the SupplierProvider's possession, power or control, either in its then current format or in a format nominated by the AuthorityAuthority (in which event the Authority will reimburse the Provider's reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. Nothing in this Clause 25.3 shall require the Provider to return any information or data it reasonably requires in order to continue to provide Services under a Call-Off Contract until the expiry or earlier Termination of Call-Off Contract. 28.5 25.4 The Authority shall be entitled to require access to data or information arising from the provision of the Services by from the Supplier Provider until the latest of:of:- 28.5.1 25.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.5.2 25.4.2 the expiry of a period of three (3) Months following the date on which the Supplier Provider ceases to provide Ordered Services under any Call-Off Contract. 28.6 25.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 25.6 The provisions of Clauses 3 (Scope of Framework Agreement)8, 6 (Ordering Procedures)9, 8 (Warranties 10, 11, 17, 18, 19, 20, 26, and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry 27 shall survive the termination or expiry of this the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 25.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier Provider shall continue to fulfil its obligations under this the Framework Agreement until the date of expiry or termination of this the Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)25. 28.2 25.2 Suspension from Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 25.3 Within thirty (Termination of Default30), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) ] Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier Provider shall return to the Authority any Authority’s data and Confidential Information belonging to the Authority in the SupplierProvider's possession, power or control, either in its then current format or in a format nominated by the AuthorityAuthority (in which event the Authority will reimburse the Provider's reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. Nothing in this Clause 25.3 shall require the Provider to return any information or data it reasonably requires in order to continue to provide Services under a Call-Off Contract until the expiry or earlier Termination of Call-Off Contract. 28.5 25.4 The Authority shall be entitled to require access to data or information arising from the provision of the Services by from the Supplier Provider until the latest of:of:- 28.5.1 25.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.5.2 25.4.2 the expiry of a period of three (3) Months following the date on which the Supplier Provider ceases to provide Ordered Services under any Call-Off Contract. 28.6 25.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 25.6 The provisions of Clauses 3 (Scope of Framework Agreement)8, 6 (Ordering Procedures)9, 8 (Warranties 10, 11, 17, 18, 19, 20, 26, and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry 27 shall survive the termination or expiry of this the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)28. 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default)26.8, and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Call- Off ContractAgreement. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 23.1. Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)23. 28.2 23.2. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Contract Agreement and the Supplier shall continue to pay any Management Charges Charge due to the Authority in relation to such Call-Call Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 23.3. If the Authority terminates the Framework Agreement under Clause 26.8 21.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision supply of the Services and any additional expenditure incurred by to Contracting Bodies, the Supplier shall indemnify the Authority as a result in full upon demand for the cost of such a default. Where procuring, implementing and operating any alternative or replacement services to the Framework Agreement is terminated under Clause 26.8Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 28.4 23.4. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance). 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 23.5. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions 23.6. Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 23.6.1. Clauses 1 (Interpretation), 6 (Ordering ProceduresWarranties, Representations and Undertakings), 8 (Warranties and Representations), 9 7 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against FraudFramework Agreement and Call Off Agreement Performance), 12 (Call-Off Contract Performance), 15 (Provision of Authority Management Information), 16 (Management Charge), 17 13 (Records and Audit Access), 19 14 (Confidentiality), 21 15 (Official Secrets ActsTransparency), 22 16 (Compliance with Applicable Law), 17 (Data Protection), 23 18 (Freedom of Information), 28 23 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 26 (Rights of Third Parties), 37 27 (Severability), 28 (Waiver and Cumulative Remedies) ), 31 (Entire Agreement), 32 (Intellectual Property Rights and 47 Indemnity), 33 (Complaints Handling and Resolution), 35 (Dispute Resolution), 36 (Law and Jurisdiction), 38 (Management Charge), 39 (Liability), 40 (Insurance), 41 (Notices) and 23.6.2. Framework Agreement Schedules 1 (ServicesServices and Key Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Authority Management Information), 9 (Annual Self Audit Certificate), [11 (Guarantee), ,] 12 (Commercially Sensitive Information), 13 (StandardsFramework Management), 14 (ManagementInsurance Requirements) and 15 (Tender), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 28. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If . Save for termination under Clauses 26.13, if the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision cost of the procuring, implementing and operating any alternative or replacement Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments (if any) shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 : the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Agreement. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 2.1 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance30(Insurance), Error: Reference source not found, 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies), 40 (Entire Agreement), 41 (Notices), 42 (Intellectual Property Rights and Indemnity), 43 (Malicious Software), 44 (Complaints Handling and Resolution). 45 (Framework Agreement Management), 46 (Dispute Resolution) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 4 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Framework Management), 15 (Tender) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier Service Provider shall continue to fulfil its obligations under this the Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 35. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a defaulttheir own terms. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier Service Provider shall return to the Authority any Authority’s data and Confidential Information belonging to the Authority in the Supplier's Service Provider’s possession, power or control, either in its then current format or in a format nominated by the AuthorityAuthority (in which event the Authority will reimburse the Service Provider’s reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Services by from the Supplier Service Provider until the latest of: 28.5.1 of:- the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier Service Provider ceases to provide Ordered Services under any Call-Off Contract. 28.6 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 9 (Warranties and Representations), 9 10 (Prevention Corrupt Gifts and Payment of Bribery and CorruptionCommission), 10 11 (Conflicts of Interest), 11 12 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 17 (Management Charge), 17 18 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 35 (Consequences of Termination and Expiry), 29 36 (Liability), 30 37 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 49 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this the Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 23.1. Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)23. 28.2 23.2. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Contracts Agreement shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Call Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 23.3. If the Authority terminates the Framework Agreement under Clause 26.8 21.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision supply of the Services and any additional expenditure incurred by to Contracting Bodies, the Supplier shall indemnify the Authority as a result in full upon demand for the cost of such a default. Where procuring, implementing and operating any alternative or replacement services to the Framework Agreement is terminated under Clause 26.8Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 28.4 23.4. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance). 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 23.5. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions 23.6. Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 23.6.1. Clauses 1 (Interpretation), 6 (Ordering ProceduresWarranties, Representations and Undertakings), 8 (Warranties and Representations), 9 7 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against FraudCall Off Agreement Performance), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 13 (Records and Audit Access), 19 14 (Confidentiality), 21 15 (Official Secrets ActsTransparency), 22 16 (Compliance with Applicable Law), 17 (Data Protection), 23 18 (Freedom of Information), 28 23 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 26 (Rights of Third Parties), 37 27 (Severability), 28 (Waiver and Cumulative Remedies) ), 31 (Entire Agreement), 32 (Intellectual Property Rights and 47 Indemnity), 33 (Complaints Handling and Resolution), 35 (Dispute Resolution), 36 (Law and Jurisdiction), 38 (Management Charge), 39 (Liability), 40 (Insurance), 41 (Notices) and 42 (Financial Distress); and 23.6.2. Framework Agreement Schedules 1 (ServicesServices and Key Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Annual Self Audit Certificate), 11 (Guarantee)) NOT USED, 12 (Commercially Sensitive Information), 13 (StandardsFramework Management), 14 (ManagementInsurance Requirements) 15 (Financial Distress), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement16 (Tender) and 17 (Security Requirements and Plan).

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 . Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 . If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default)26.8, and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 : the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Quarterly Self Audit Compliance Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Framework Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 29. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and/or Lease Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Goods and Services by the Supplier until the latest of: 28.5.1 : the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Goods and Services under any Call-Off Contract. 28.6 Agreement or Lease Agreement. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention 10.1(Prevention of Bribery and Corruption), 10 10.1 (Conflicts of Interest), 11 12 (Safeguard Against Fraud), 12 13 (Call-Off Contract Agreement Performance), 15 16 (Provision of Management Information), 16 17 (Management Charge), 17 18 (Records and Audit Access), 19 20 (Confidentiality), 21 22 (Official Secrets Acts), 22 ) 23 (Data Protection), 23 24 (Freedom of Information), 28 ) 29 (Consequences of Termination and Expiry), 29 30 (Liability), 30 31 (Insurance), 38 (Waiver and Cumulative), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 46 (Law and Jurisdiction), Framework Agreement Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management InformationInformation Requirements), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 15 (Framework Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 26.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)26. 28.2 26.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreements and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 26.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such complianceAuthority unless permitted by the FSA. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 26.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 26.5 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 7 (Warranties and Representations), 9 8 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 9 (Safeguard Against Fraud), 12 10 (Call-Off Contract Agreement Performance), 15 13 (Provision of Management Information), 16 14 (Management Charge), 17 15 (Records and Audit Access), 19 17 (Confidentiality), 21 19 (Official Secrets Acts), 22 20 (Data Protection), 23 21 (Freedom of Information), 28 26 (Consequences of Termination and Expiry), 29 27 (Liability), 30 28 (Insurance), 34 31 (Rights of Third Parties), 37 34 (Waiver and Cumulative Remedies) and 47 42 (Law and Jurisdiction), Framework Agreement Schedules Schedules: 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 3 (Ordering Procedure), 7 (Value for Money), 8 5 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 7 (Commercially Sensitive Information), 13 8 (Standards), 14 (Framework Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 29.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)29. 28.2 29.2 Termination or expiry of this Framework Agreement shall not cause any Call-Call- Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 29.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, : 29.3.1 save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance; and 29.3.2 it may keep one copy of such data or information to enable it to comply with Law or the requirements of a Regulatory Body save that in such circumstances such data or information shall be kept in a secure environment and shall not be disclosed except as required by Law or pursuant to the requirements of a Regulatory Body. 28.5 29.4 The Authority shall be entitled to require access to data or information arising from the provision of the Available Goods and Services by the Supplier until the latest of: 28.5.1 29.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 29.4.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Goods and Services under any Call-Off ContractAgreement. 28.6 29.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 29.6 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention Corrupt Gifts and Payment of Bribery and CorruptionCommission), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 16 (Provision of Management Information), 16 17 (Management Charge), 17 17.1 (Records and Audit Access), 19 20 (Confidentiality), 21 22 (Official Secrets Acts), 22 ) 23 (Data Protection), 23 24 (Freedom of Information), 28 ) 29 (Consequences of Termination and Expiry), 29 30 (Liability), 30 31 (Insurance), 34 (Rights of Third Parties), 37 38 (Waiver and Cumulative Remedies) and 47 45 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 19.1 Notwithstanding the service of a notice to terminate this Framework the Agreement, the Supplier Service Provider shall continue to fulfil its obligations under this Framework the Agreement until the date of expiry or termination of this Framework the Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)19. 28.2 19.2 Unless expressly stated to the contrary, the service of a notice to terminate the Agreement shall not operate as a notice to terminate any Contract made under the Agreement. Termination or expiry of this Framework the Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 19.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this Framework the Agreement, the Supplier Service Provider shall return or destroy at the request of the Authority any data, personal information relating to the Authority any Authority’s or its personnel or Confidential Information belonging to the Authority in the SupplierService Provider's possession, power or control, either in its then current format or in a format nominated by the AuthorityAuthority (in which event the Authority will reimburse the Service Provider's reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authority, save that it may keep one (1) copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Lawthe Agreement, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 19.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to before termination or expiry. 28.7 19.5 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 7 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 11 (Confidentiality), 21 12 (Official Secrets ActsInsurance), 22 13 (Data Date Protection), 23 14 (Freedom of Information), 28 15 (Publicity), 17 (Termination), 19 (Consequences of Termination and Expiry), 29 22 (LiabilityPrevention of Bribery), 30 23 (Insurance), 34 (Rights of Third Parties), 37 (Waiver Subcontracting and Cumulative Remediesassignment) and 47 31 (Governing Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework the Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework the Agreement until the date of expiry or termination of this Framework the Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 25. Termination or expiry of this Framework Agreement and/or the DPS shall not cause any Call-Off Supplier Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Supplier Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 their own terms. Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this Framework AgreementAgreement and/or the DPS, the Supplier shall return to the Authority YPO any Authority’s data and Confidential Information belonging to YPO in the Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityYPO, together with all training manuals and other related documentation, and any other information and all copies thereof owned by the AuthorityYPO, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 The Authority . YPO shall be entitled to require access to data or information arising from the provision of the Goods and/or Services by from the Supplier until the latest of: 28.5.1 of:- the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Goods and/or Services (if applicable) under any Call-Off Contract. 28.6 Service Agreement Termination or expiry of this Framework Agreement and/or the DPS shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement)8, 6 (Ordering Procedures)9, 8 (Warranties and Representations)10, 9 (Prevention of Bribery and Corruption)14, 10 (Conflicts of Interest)15, 11 (Safeguard Against Fraud)16, 12 (Call-Off Contract Performance)17, 15 (Provision of Management Information)19, 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality)20, 21 (Official Secrets Acts), and 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. In the event of any termination of the Agreement whether under this Clause 25 or otherwise, and without prejudice to any other rights (including the right to recover damages) that may accrue to the benefit of the Other Contracting Authority under this Agreement or otherwise, the Other Contracting Authority shall be entitled to obtain a refund of any Charges paid by the Contracting Authority in respect of any Goods, Services and/or works (if applicable) which have not been performed by the Provider in accordance with the terms of the Agreement. Suppliers can be removed from the DPS as a result of their actions, failure to comply with the required minimum standards or the terms and conditions of this Agreement. Suppliers do however have the option to apply to be re-admitted to the DPS. Should a Supplier be removed/ terminated from the DPS for failing to comply with the minimum required standards or the terms and conditions of this Agreement, YPO’s decision will be final as to whether or not the Supplier can be re-admitted to the DPS.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 28. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If . Save for termination under Clauses 26.13, if the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision cost of the procuring, implementing and operating any alternative or replacement Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments (if any) shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 : the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Agreement. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 2.1 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 29.1 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 4 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Framework Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 24. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Contracts Agreement shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Call Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 . If the Authority terminates the Framework Agreement under Clause 26.8 22.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision supply of the Services and any additional expenditure incurred by to Contracting Bodies, the Supplier shall indemnify the Authority as a result in full upon demand for the cost of such a default. Where procuring, implementing and operating any alternative or replacement services to the Framework Agreement is terminated under Clause 26.8Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangements. 28.4 such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 ). Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions . Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: Clauses 1 (Interpretation), 6 (Ordering ProceduresWarranties, Representations and Undertakings), 8 (Warranties and Representations), 9 7 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against FraudCall Off Agreement Performance), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 13 (Records and Audit Access), 19 15 (Confidentiality), 21 16 (Official Secrets ActsTransparency), 22 17 (Compliance with Applicable Law), 18 (Data Protection), 23 19 (Freedom of Information), 28 24 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 27 (Rights of Third Parties), 37 28 (Severability), 29 (Waiver and Cumulative Remedies) ), 32 (Entire Agreement), 33 (Intellectual Property Rights and 47 Indemnity), 34 (Complaints Handling and Resolution), 36 (Dispute Resolution), 37 (Law and Jurisdiction), 39 (Management Charge), 40 (Liability), 41 (Insurance), 42 (Notices) and 44 (Financial Distress); and Framework Agreement Schedules 1 (ServicesServices and Key Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Annual Self Audit Certificate), [11 (Guarantee), ,] 12 (Commercially Sensitive Information), 13 (StandardsFramework Management), 14 (ManagementInsurance Requirements) 15 (Financial Distress), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement16 (Tender) and 17 (Security Requirements and Plan).

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 26. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreements and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this . Save where the Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled has been terminated due to require access to data or information arising from the provision of the Services misuse by the Supplier until the latest of: 28.5.1 the expiry of such data, a period copy may be retained for legal or regulatory purposes only for a maximum of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 12 months. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 7 (Warranties and Representations), 9 8 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 9 (Safeguard Against Fraud), 12 10 (Call-Off Contract Agreement Performance), 15 13 (Provision of Management Information), 16 14 (Management Charge), 17 14A (Recovery of Sums Due), 15 (Records and Audit Access), 19 17 (Confidentiality), 21 19 (Official Secrets Acts), 22 20 (Data Protection), 23 21 (Freedom of Information), 28 26 (Consequences of Termination and Expiry), 29 27 (Liability), 30 28 (Insurance), 34 31 (Rights of Third Parties), 37 34 (Waiver and Cumulative Remedies) and 47 42 (Law and Jurisdiction), Framework Agreement Schedules Schedules: 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 3 (Ordering Procedure), 7 5 (Value for Money), 8 6 (Management Information), 9 7 (Self Audit Certificate), 11 (Guarantee), 12 8 (Commercially Sensitive Information), 13 9 (Standards), 14 (Framework Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier Service Provider shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically28. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default)26.8, and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier Service Provider the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier Service Provider shall return to the Authority any Authority’s Confidential Information in the SupplierService Provider's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier Service Provider until the latest of: 28.5.1 : the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three six (36) Months following the date on which the Supplier Service Provider ceases to provide Ordered Contingent Labour Services under any Call-Off Contract. 28.6 Agreement. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 51 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement. In the event that this Framework Agreement expires or is terminated the Service Provider shall, where so requested by the Authority, provide assistance to the Authority and Other Contracting Bodies to migrate the provision of the Services to a Replacement Service Provider including as set out in the Exit Plan. The Service Provider shall, within three (3) Months after the Commencement Date, deliver to the Authority a draft plan which sets out the Service Provider’s proposed methodology for achieving orderly transition of the provision of the Services from the Service Provider to the Authority and/or the Replacement Service Provider on the expiry or termination of this Agreement (the “Draft Exit Plan”). Within thirty (30) Working Days after submission of the Draft Exit Plan (or any revised Exit Plan) the Parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The version of the Draft Exit Plan as agreed between the Parties or following the Dispute Resolution Procedure shall be the “Exit Plan”. The Service Provider shall review and update the Exit Plan within one (1) Month of each anniversary of the Commencement Date and shall comply with the exit planning provisions as set out in Schedule 19.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 34.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)34. 28.2 34.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 34.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's Supplier‟s possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that that: 34.3.1 it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance; and 34.3.2 it may keep one copy of such data or information to enable it to comply with Law or the requirements of a Regulatory Body save that in such circumstances such data or information shall be kept in a secure environment and shall not be disclosed except as required by Law or pursuant to the requirements of a Regulatory Body. 28.5 34.4 The Authority shall be entitled to require access to data or information arising from the provision of the Available Services by the Supplier until the latest of: 28.5.1 34.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 34.4.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off ContractAgreement. 28.6 34.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 34.6 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 10 (Prevention Corrupt Gifts and Payment of Bribery and CorruptionCommission), 10 11 (Conflicts of Interest), 11 12 (Safeguard Against Fraud), 12 14 (Call-Off Contract Agreement Performance), 15 19 (Provision of Management Information), 16 20 (Management Charge), 17 23 (Records and Audit Access), 19 25 (Confidentiality), 21 26 (Official Secrets Acts), 22 ) 27 (Data Protection), 23 28 (Freedom of Information), 28 ) 34 (Consequences of Termination and Expiry), 29 35 (Liability), 30 36 (Insurance), 34 (Rights of Third Parties), 37 43 (Waiver and Cumulative RemediesCumulative) and 47 50 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 24.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier shall continue to fulfil its obligations under this any Call-Off contract already awarded under the Framework Agreement until the date of expiry or termination of this the Call-Off contract already awarded under the Framework Agreement or such other date as required under this Clause 28 (Consequences 24. DocuSign Envelope ID: 4A802A94-C09A-4CEE-8B35-1C09C51CF387 Flexible Procurement and Supply of Termination Natural Gas, Daily Metered and Expiry).Non-Daily Metered with Additional Services Y22008 28.2 24.2 Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automaticallyautomatically and the insurance policies provided by the Supplier will continue to remain in force for 6 years after the termination of the Framework Agreement or the Call - Off contract, whichever is the latest. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 24.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier shall return to the Contracting Authority any Authority’s data and Confidential Information belonging to the Contracting Authority in the Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityContracting Authority (in which event the Contracting Authority will reimburse the Supplier’s reasonable data conversion expenses), together with any related documentation, and any other information and all copies thereof owned by the Contracting Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 24.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 24.5 The provisions of Clauses 3 (Scope of Framework Agreement)8, 6 (Ordering Procedures)9, 8 (Warranties 10, 11, 17, 18, 19, and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry 25 shall survive the termination or expiry of this the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 24.6 Where relevant and applicable at any time upon reasonable notice from the Contracting Authority or (where the request is occasioned by the termination of the Framework Agreement) forthwith the Supplier shall supply to the Contracting Authority a full, complete and accurate list of those Staff members engaged in the Services (whether or not employed by the Supplier), detailing the numbers and composition, for each of the Staff the number of hours of work per week on the Services and the number of hours per week worked for the Supplier, job title, length of continuous Service including the employment start date, current remuneration, benefits and notice periods of the Staff, terms and conditions of employment including but not limited to wages, holiday pay, bonuses and overtime rates, annual leave entitlement and pension scheme details and including any particulars that the Supplier is obliged to give under section 1 of the Employment Rights Act 1996, any current disciplinary or grievance proceedings ongoing and any such proceedings in the preceding two years, any claims, current or which the Supplier has reasonable grounds to believe will be brought by the Staff or their representatives or which have been brought in the preceding two years, all benefit schemes or arrangements (whether contractual or not) applicable in respect of the Staff, information on any collective agreements which will have effect in relation to the Staff and any other employee liability information as specified in the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE Regulations’) as amended from time to time and shall warrant the accuracy of such information and shall forthwith notify the Contracting Authority of any change in such information. Any such data will be aggregated and anonymised where it exceeds the Supplier’s DocuSign Envelope ID: 4A802A94-C09A-4CEE-8B35-1C09C51CF387 Flexible Procurement and Supply of Natural Gas, Daily Metered and Non-Daily Metered with Additional Services Y22008 statutory obligation. Any information provided by supplier relating to employees pursuant to clause 24.7 must be subject to confidentiality. 24.7 Where relevant and applicable, the Supplier shall permit the Contracting Authority to use the information provided pursuant to Clause 24.6 for informing any future tenderer(s) for the Service or any part thereof and shall enable and assist the Contracting Authority and such other persons as the Contracting Authority may determine to communicate with and meet the Staff and their trade unions or other employee representatives or staff associations as when and where the Contracting Authority may determine. 24.8 Where relevant and applicable, the Supplier shall comply with any reasonable request made by the Contracting Authority for Staff information detailed in Clause 24.6, if such request is made by the Contracting Authority for the purpose of considering the application of, or complying with the requirements of the TUPE Regulations upon the termination of the Framework Agreement or any part thereof. The Supplier shall supply the requested information to the Contracting Authority within a reasonable time following the request and shall use its best endeavours to ensure that such information is accurate. The Contracting Authority shall treat such information as confidential to itself and its advisors, save as required by law, and save that it shall be at liberty to disclose the same (on the like terms as to confidentiality) to any person invited to tender for the provision of the Services in succession to the Supplier. 24.9 At the end of the Term (howsoever arising) and/or after the Term, the Supplier shall co-operate free of charge with the Contracting Authority and any new Supplier appointed by the Contracting Authority to continue or take over the performance of the Framework Agreement in order to ensure an effective handover of all work then in progress.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 14.1. Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier SERVICE PROVIDER shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)14. 28.2 Termination or expiry 14.2. A termination of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default14.3. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier SERVICE PROVIDER shall return to the Authority AUTHORITY any Authority’s data and Confidential Information belonging to the AUTHORITY in the Supplier's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by the AuthorityAUTHORITY (in which event the AUTHORITY will reimburse the SERVICE PROVIDER’s reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the AuthorityAUTHORITY, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any LawClause 14.4, or such other period as is reasonably necessary for such compliance. 28.5 14.4. The Authority AUTHORITY shall be entitled to require access to data or information arising from the provision of the Services by from the Supplier SERVICE PROVIDER until the latest of: 28.5.1 14.4.1. the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 14.4.2. the expiry of a period of three (3) Months following the date on which the Supplier SERVICE PROVIDER ceases to provide any Ordered Services under any Call-Off Contract. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 14.5. The provisions of Clauses 3 (Scope 1, 2.3, Error! Reference source not found., 8, 14, 15, 16, 18, 19, 20, 24, 28, 30, 32, 32.2, 34, 39 and 42 and the provisions of Framework Agreement), Schedules 1 and 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication its terms is to be performed or observed notwithstanding termination or expiry or which is expressed to survive termination or expiry) shall survive the termination or expiry of this Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 25. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Contracts Agreement shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Call Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 . If the Authority terminates the Framework Agreement under Clause 26.8 23.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision supply of the Services and any additional expenditure incurred by to Contracting Bodies, the Supplier shall indemnify the Authority as a result in full upon demand for the cost of such a default. Where procuring, implementing and operating any alternative or replacement services to the Framework Agreement is terminated under Clause 26.8Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangements. 28.4 such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance. 28.5 ). The Supplier shall comply with any reasonable request made by the Authority shall be entitled to require access co-operate with any Outgoing Supplier to data or information arising from ensure a smooth transfer and/or inter-operation, as appropriate, between the provision of the Outgoing Services by the Outgoing Supplier and the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Supplier. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions . Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: Clauses 1 (Interpretation), 6 (Ordering ProceduresWarranties, Representations and Undertakings), 8 (Warranties and Representations), 9 7 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Framework Agreement and Call Off Contract Agreement Performance), 15 13 (Provision of Management Information), 16 (Management Charge), 17 14 (Records and Audit Access), 19 16 (Confidentiality), 21 17 (Official Secrets ActsTransparency), 22 18 (Compliance with Applicable Law), 19 (Data Protection), 23 20 (Freedom of Information), 28 25 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 28 (Rights of Third Parties), 37 29 (Severability), 30 (Waiver and Cumulative Remedies) ), 33 (Entire Agreement), 34 (Intellectual Property Rights and 47 Indemnity), 35 (Complaints Handling and Resolution), 37 (Dispute Resolution), 38 (Law and Jurisdiction), 40 (Management Charges), 41 (Liability), 42 (Insurance), 43 (Notices) , 45 (Staff Transfer); and Framework Agreement Schedules 1 (ServicesServices and Key Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Annual Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (StandardsFramework Management), 14 (ManagementInsurance Requirements), 15 (Staff Transfer), and 17 (Tender). TRANSFER AND SUB-CONTRACTING This Framework Agreement is personal to the Supplier and, subject to Clause 26.3, the Supplier shall not assign, novate, Sub-Contract or in any way dispose of its rights or obligations under the Framework Agreement or any part of it without limitation Approval. Notwithstanding the provisions of Clause 26.1, the Supplier shall be entitled to Sub‑Contract its obligations to supply the foregoing, Non-Core Services to those Sub-Contractors listed in Framework Schedule 2 (Sub-Contractors). For the avoidance of doubt the Supplier may not Sub-Contract its obligations to supply any Services other provision of than the Non-Core Services. The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which expressly which: require the Supplier to pay any undisputed sum due to the relevant Sub‑Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and prohibit the Sub-Contractor from further sub-contracting any element of the Services provided to the Supplier without the Approval of the Authority. The Supplier may only substitute, remove or by implication is appoint an additional Sub-Contractor to perform the Non-Core Services with Approval (the Approval shall not to be performed unreasonably withheld or observed notwithstanding termination delayed). The Supplier warrants to the Authority that each Sub-Contractor: has the competence, technical ability and sufficient financial standing to provide the Services which is being sub-contracted to it in the manner and to the standard required by this Framework Agreement and any Call Off Agreement entered into pursuant to it; is being engaged in accordance with terms and conditions which are consistent with Good Industry Practice (and which shall be disclosed by the Supplier to the Authority when Approval is sought under this Clause 26); has the legal capacity, power and authority to become a party to the Sub-Contract. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: the Sub-Contractor may prejudice the provision of the Services or expiry may be acting contrary to the interests of the Authority; the Sub-Contractor is unreliable and/or has not provided reasonable Services to its other customers; and/or the Sub-Contractor employs unfit persons, provided that such right shall survive not be exercised unreasonably, frivolously or vexatiously. In the termination event that the Authority exercises its right pursuant to Clause 26.5, the Supplier shall remain responsible for maintaining the provision of the Services. Despite any permitted Sub-Contract pursuant to this Clause 26, the Supplier shall at all times remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or expiry engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that the Staff also do, or refrain from doing, such act or thing. The sub-contracting by the Supplier of any of the Services shall not relieve the Supplier of any liability under this Framework Agreement for any breach of the obligations arising under this Framework Agreement. The Authority shall be entitled to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to: any Other Contracting Body or other Government body; or any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation or disposal made pursuant to Clause 26.8.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 27. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Off Contract Agreement and the Supplier shall continue to pay any Authority Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 . If the Authority terminates the Framework Agreement under Clause 26.8 25.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Supplier shall indemnify the Authority shall be entitled to recover from the Supplier in full upon demand for the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 25.1 no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the final cost of making those other arrangements. 28.4 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 ). Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions . Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement), 6 including the provisions of: Clauses 1 (Ordering Procedures), 8 (Warranties Definitions and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of InterestInterpretation), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 14 (Provision of Management Information), 16 15 (Authority Management Charge), 17 16 (Records and Audit Access), 19 18 (Confidentiality), 21 20 (Official Secrets Acts), 22 21 (Data Protection), 23 22 (Freedom of Information), 28 27 (Consequences of Termination and Expiry), 29 28 (Liability), 30 29 (Insurance), 34 33 (Rights of Third Parties), 37 35 (Severability), 36 (Waiver and Cumulative Remedies), 39 (Entire Agreement), 41 (Intellectual Property Rights and Indemnities) and 47 46 (Law and Jurisdiction), ; and Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), ) and 14 (Framework Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 25.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier Provider shall continue to fulfil its obligations under this the Framework Agreement until the date of expiry or termination of this the Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)25. 28.2 25.2 Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms. Termination of this Framework Agreement shall mean that 25.2.1 the terms Provider will not be eligible to be considered for any further Call- Off Contracts; but 25.2.2 the provisions of this Framework Agreement which are relevant to any Call-Off Contracts still in place shall continue in force until the last Call-Off Contract has terminated. 25.3 Subject to its obligations under any Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsClause 25.2.2, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier Provider shall return to the Authority any Authority’s data and Confidential Information belonging to the Authority in the SupplierProvider's possession, power or control, either in its then current format or in a format nominated by the AuthorityAuthority (in which event the Authority will reimburse the Provider's reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 25.4 The Authority shall be entitled to require access to data or information arising from the provision of the Services by from the Supplier Provider until the latest of: 28.5.1 25.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.5.2 25.4.2 the expiry of a period of three (3) Months following the date on which the Supplier Provider ceases to provide Ordered Services under any Call-Off Contract. 28.6 25.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 25.6 The provisions of Clauses 3 (Scope of Framework Agreement)8, 6 (Ordering Procedures)9, 8 (Warranties 10, 11, 17, 18, 19, 20, 26, 27 and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry 39 shall survive the termination or expiry of this the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 14.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier SUPPLIER shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination (howsoever arising) of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)14. 28.2 Termination 14.2 The expiry or expiry termination (howsoever arising) of this Framework Agreement shall not affect the validity of any extant Contract or cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off All Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 14.3 Within ten (10) Working Days of the earlier of the date of expiry or termination or expiry (howsoever arising) of this Framework Agreement, the Supplier SUPPLIER shall return to the Authority AUTHORITY any Authority’s data and Confidential Information belonging to the AUTHORITY in the Supplier's SUPPLIER’s possession, power or control, either in its then current format or in a format nominated by the AuthorityAUTHORITY (in which event the AUTHORITY will reimburse the SUPPLIER’s pre- agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the AuthorityAUTHORITY, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months months to comply with its obligations under this Framework Agreement or under any LawClause 14.4, or such other period as is reasonably necessary for such compliance. 28.5 14.4 The Authority AUTHORITY shall be entitled to require access to data or information arising from the provision of the Services by Traffic Management Technology from the Supplier SUPPLIER until the latest of: 28.5.1 14.4.1 the expiry of a period of twelve (12) Months following termination (howsoever arising) or expiry of this Framework Agreement; or 28.5.2 14.4.2 the expiry of a period of three (3) Months following the date on which the Supplier SUPPLIER ceases to provide any Ordered Services Traffic Management Technology under any Call-Off Contract. 28.6 Termination or expiry 14.5 The provisions of: 14.5.1 Clauses 1, 2.5, 3.4, 7.1, 8, 14 to 16 (inclusive), 19 to 20 (inclusive), 22, 23, 25, 29, 30, 33 (but not 33.4) 38, 39, 43 to 49 (inclusive); 14.5.2 Schedules 1, 5, 9 and 13 of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry.Agreement; and 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, 14.5.3 any other provision Clause or Schedule of this Framework Agreement which expressly or by implication its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry, shall survive the termination (howsoever arising) or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 25.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Potential Supplier shall continue to fulfil its obligations under this the Framework Agreement until the date of expiry or termination of this the Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)25. 28.2 25.2 Suspension from Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 25.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, the Potential Supplier shall return to the Authority any Authority’s data and Confidential Information belonging to the Authority in the Potential Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityAuthority (in which event the Authority will reimburse the Potential Supplier's reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. Nothing in this Clause 25.3 shall require the Potential Supplier to return any information or data it reasonably requires in order to continue to provide Services under a Call-Off Contract until the expiry or earlier Termination of Call-Off Contract. 28.5 25.4 The Authority shall be entitled to require access to data or information arising from the provision of the Services by from the Potential Supplier until the latest of:of:- 28.5.1 25.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.5.2 25.4.2 the expiry of a period of three (3) Months following the date on which the Potential Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 25.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 25.6 The provisions of Clauses 3 (Scope of Framework Agreement)8, 6 (Ordering Procedures)9, 8 (Warranties 10, 11, 17, 18, 19, 20, 26, and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry 27 shall survive the termination or expiry of this the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 28. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 . If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default)26.8, and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 : the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Agreement. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 33 (Rights of Third Parties), 37 36 (Waiver and Cumulative RemediesCumulative) and 47 45 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management InformationInformation Requirements), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 19.1 Notwithstanding the service of a notice to terminate this Framework the Agreement, the Supplier Service Provider shall continue to fulfil its obligations under this Framework the Agreement until the date of expiry or termination of this Framework the Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)19. 28.2 19.2 Unless expressly stated to the contrary, the service of a notice to terminate the Agreement shall not operate as a notice to terminate any Contract made under the Agreement. Termination or expiry of this Framework the Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 19.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this Framework the Agreement, the Supplier Service Provider shall return or destroy at the request of the Authority any data, personal information relating to the Authority any Authority’s or its personnel or Confidential Information belonging to the Authority in the SupplierService Provider's possession, power or control, either in its then current format or in a format nominated by the AuthorityAuthority (in which event the Authority shall reimburse the Service Provider's reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authority, save that it may keep one (1) copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Lawthe Agreement, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 19.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to before termination or expiry. 28.7 19.5 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 7 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 11 (Confidentiality), 21 12 (Official Secrets ActsInsurance), 22 13 (Data Date Protection), 23 14 (Freedom of Information), 28 15 (Publicity), 17 (Termination), 19 (Consequences of Termination and Expiry), 29 22 (LiabilityPrevention of Bribery), 30 23 (Insurance), 34 (Rights of Third Parties), 37 (Waiver Subcontracting and Cumulative Remediesassignment) and 47 31 (Governing Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework the Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 24.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier Contractor shall continue to fulfil its obligations under this the Framework Agreement until the date of expiry or termination of this the Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)24. 28.2 24.2 Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 24.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier Contractor shall return to the Authority relevant I-Flair Members any Authority’s data and Confidential Information belonging to the relevant I-Flair Members in the Supplier's Contractor’s possession, power or control, either in its then current format or in a format nominated by the Authorityrelevant I-Flair Member (in which event the each relevant I-Flair Member will reimburse the Contractor’s reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authorityrelevant I-Flair Members, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 The Authority 24.4 Each I-Flair Member shall be entitled to require access to data or information arising from the provision of the Services by to that I-Flair Member from the Supplier Contractor until the latest of:of:- 28.5.1 24.4.1 the expiry of a period of twelve twenty four (1224) Months following termination or expiry of this the Framework Agreement; or 28.5.2 24.4.2 the expiry date when the Contractor’s obligations under or arising out of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off ContractContract have been completed or discharged. 28.6 24.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 24.6 The provisions of Clauses 3 (Scope of Framework Agreement)8, 6 (Ordering Procedures)9, 8 (Warranties 10, 11, 17, 18, 19, 25, 26 and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination 30, and Expiry). 28.2 Termination in particular:. termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For , for the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . ] The Authority shall be entitled to require access to data or information arising from the provision of the Available Services by the Supplier until the latest of: 28.5.1 : the expiry of a period of twelve ([12) ] Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three ([3) ] Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Agreement. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention Corrupt Gifts and Payment of Bribery and CorruptionCommission), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 17 (Management ChargeExit Provisions), 17 18 (Records and Audit Access), 19 21 (Confidentiality), 21 23 (Official Secrets Acts), 22 ) 24 (Data Protection), 23 25 (Freedom of Information), 28 ) 30 (Consequences of Termination and Expiry), 29 31 (Liability), 30 32 (Insurance), 34 (Rights of Third Parties), 37 39 (Waiver and Cumulative Remedies) and 47 46 (Law and Jurisdiction), Framework Agreement Schedules 1 (ServicesAvailable Services etc), 2 (Sub-Contractors), 3 (Charging StructureTender Price List and Charges Variation Provisions), 5 4 (Ordering Procedure), 7 6 (Value for MoneyMoney Provisions), 8 (Management InformationInformation Requirements), 9 (Self Audit Certificate), 11 10 (Guarantee), Key Performance Indicators) and 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 . Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Call Off Contracts Contract shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Contract and the Supplier shall continue to pay any Management Charges Charge due to the Authority in relation to such Call-Call Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 . If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision supply of the Services and any additional expenditure incurred by to Contracting Bodies, the Supplier shall indemnify the Authority as a result in full upon demand for the cost of such a default. Where procuring, implementing and operating any alternative or replacement services to the Framework Agreement is terminated under Clause 26.8Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangements. 28.4 such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 ). Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions . Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: Clauses (Interpretation), 6 (Ordering ProceduresWarranties, Representations and Undertakings), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Framework Agreement and Call Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets ActsTransparency), 22 (Compliance with Applicable Law), (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Severability), (Waiver and Cumulative Remedies) ), (Entire Agreement), (Intellectual Property Rights and 47 Indemnity), (Complaints Handling and Resolution), (Dispute Resolution), (Law and Jurisdiction), (Management Charge), (Liability), (Insurance), (Notices),and (Financial Distress); and Framework Agreement Schedules 1 (ServicesServices and Key Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Annual Self Audit Certificate), [11 (Guarantee)], 12 (Commercially Sensitive Information), 13 (StandardsFramework Management), 14 (ManagementInsurance Requirements), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement16 (Financial Distress) and 17 (Tender).

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)28. 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreements and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement for default under Clause 26.8 (Termination of Default)26, and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off ContractAgreement. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call12(Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 20 (Transparency), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 33 (Rights of Third Parties), 37 38 (Waiver and Cumulative Remedies) and 47 48 (Law and Jurisdiction), Framework Agreement Schedules Schedules: 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 4 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 10 (Commercially Sensitive Information), 13 11 (Standards), 14 (Framework Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 27.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)27 . 28.2 27.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreements and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 27.3 “Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority’s , and any other information and all copies thereof owned by the Authority”. 27.4 This has now been amended to read: 27.5 “Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority‟s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance.” 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 27.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 27.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 7 (Warranties and Representations), 9 8 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 9 (Safeguard Against Fraud), 12 11 (Call-Off Contract Performance), 15 Agreement Performance),14 (Provision of Management Information), 16 15 (Management Charge), 17 Charge),16 (Records and Audit Access), 19 (Confidentiality18(Confidentiality), 21 (Official 20(Official Secrets Acts), 22 (Data 21(Data Protection), 23 (Freedom 22(Freedom of Information), 28 27 (Consequences of Termination and Expiry), 29 28 (Liability), 30 29 (Insurance), 34 33 (Rights of Third Parties), 37 (Waiver 36(Waiver and Cumulative Remedies) and 47 45 (Law and Jurisdiction), Framework Agreement Schedules Schedules: 1 (Services), 2 (Charging Structure), 3 (Sub-Contractors), 3 4 (Charging StructureOrdering Procedure), 5 (Ordering ProcedureLetter of Appointment and Call-Off Terms), 6 (Award Criteria), 7 (Value for Money), 8 (Management Information), 9 (Annual Self Audit Certificate), 11 (Guarantee), 12 10 (Commercially Sensitive Information), 13 11 (Standards), 14 (Framework Management), 12 (Specified Rights of the Contracting Bodies), 13 (Guarantee) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier shall continue to fulfil its obligations under this the Framework Agreement until the date of expiry or termination of this the Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 26. Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 their own terms. Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier shall return to the Authority LONDON BOROUGH OF WALTHAM FOREST any Authority’s data and Confidential Information belonging to LONDON BOROUGH OF WALTHAM FOREST in the Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityLONDON BOROUGH OF WALTHAM FOREST, together with all training manuals and other related documentation, and any other information and all copies thereof owned by the AuthorityLONDON BOROUGH OF WALTHAM FOREST, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 The Authority . LONDON BOROUGH OF WALTHAM FOREST shall be entitled to require access to data or information arising from the provision of the Goods and/or Services by from the Supplier until the latest of: 28.5.1 of:- the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Goods and/or Services under any Call-Off Contract. 28.6 Contract Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement)5, 6 (Ordering Procedures)7, 8 (Warranties and Representations)8, 9 (Prevention of Bribery and Corruption)9, 10 (Conflicts of Interest)10, 11 (Safeguard Against Fraud)13, 12 (Call-Off Contract Performance)14, 15 (Provision of Management Information)17, 16 (Management Charge)18, 17 (Records and Audit Access)19, 19 (Confidentiality)20, 21 (Official Secrets Acts)21, 22 (Data Protection)22, 23 (Freedom of Information)23, 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance)33, 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), Schedule 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. In the event of any termination of the Framework Agreement whether under this Clause 26 or otherwise, and without prejudice to any other rights (including the right to recover damages) that may accrue to the benefit of the Contracting Authority under this Framework Agreement or otherwise, the Contracting Authority shall be entitled to: obtain a refund of any charges paid by the Contracting Authority in respect of any Goods and/or Services which are not compliant with the Order or in accordance with the terms of the Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 24.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier Contractor shall continue to fulfil its obligations under this the Framework Agreement until the date of expiry or termination of this the Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)24. 28.2 24.2 Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 24.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier Contractor shall return to the Authority relevant I-Flair Members any Authority’s data and Confidential Information belonging to the relevant I-Flair Members in the Supplier's Contractor’s possession, power or control, either in its then current format or in a format nominated by the Authorityrelevant I-Flair Member (in which event the each relevant I-Flair Member will reimburse the Contractor’s reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authorityrelevant I-Flair Members, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 The Authority 24.4 Each I-Flair Member shall be entitled to require access to data or information arising from the provision of the Services by to that I-Flair Member from the Supplier Contractor until the latest of:of:- 28.5.1 24.4.1 the expiry of a period of twelve twenty four (1224) Months following termination or expiry of this the Framework Agreement; or 28.5.2 24.4.2 the expiry date when the Contractor’s obligations under or arising out of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off ContractContract have been completed or discharged. 28.6 24.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 24.6 Immediately upon termination of the Framework Agreement for any reason whatsoever the Contractor shall render such reasonable assistance to the I-Flair Members or third party nominated by the I-Flair Members, if requested, as may be necessary to effect an orderly assumption by any third party contractor appointed by the Authority from time to time in succession to the Contractor of the Services previously performed by the Contractor under the Framework Agreement. 24.7 The provisions of Clauses 3 (Scope 8, 9, 10, 11, 17, 18, 19, 25, 26 and 36 shall survive the termination or expiry of the Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, together with any other provision of this Framework Agreement which expressly is either expressed to or by implication is intended to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 24.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier shall continue to fulfil its obligations under this any Call-Off contract already awarded under the Framework Agreement until the date of expiry or termination of this the Call-Off contract already awarded under the Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)24. 28.2 24.2 Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automaticallyautomatically and the insurance policies provided by the Supplier will continue to remain in force for 6 years after the termination of the Framework Agreement or the Call - Off contract, whichever is the latest. For the avoidance of doubt, all Call-Off DocuSign Envelope ID: 51C8ADDE-AF37-427A-881C-CF36B06C5A7B Flexible Procurement and Supply of HH, NHH, Metered and UMS Electricity with Additional Services Y22009 Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 24.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier shall return to the Contracting Authority any Authority’s data and Confidential Information belonging to the Contracting Authority in the Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityContracting Authority (in which event the Contracting Authority will reimburse the Supplier’s reasonable data conversion expenses), together with any related documentation, and any other information and all copies thereof owned by the Contracting Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 24.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 24.5 The provisions of Clauses 3 (Scope of Framework Agreement)8, 6 (Ordering Procedures)9, 8 (Warranties 10, 11, 17, 18, 19, and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry 25 shall survive the termination or expiry of this the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 24.6 Where relevant and applicable at any time upon reasonable notice from the Contracting Authority or (where the request is occasioned by the termination of the Framework Agreement) forthwith the Supplier shall supply to the Contracting Authority a full, complete and accurate list of those Staff members engaged in the Services (whether or not employed by the Supplier), detailing the numbers and composition, for each of the Staff the number of hours of work per week on the Services and the number of hours per week worked for the Supplier, job title, length of continuous Service including the employment start date, current remuneration, benefits and notice periods of the Staff, terms and conditions of employment including but not limited to wages, holiday pay, bonuses and overtime rates, annual leave entitlement and pension scheme details and including any particulars that the Supplier is obliged to give under section 1 of the Employment Rights Act 1996, any current disciplinary or grievance proceedings ongoing and any such proceedings in the preceding two years, any claims, current or which the Supplier has reasonable grounds to believe will be brought by the Staff or their representatives or which have been brought in the preceding two years, all benefit schemes or arrangements (whether contractual or not) applicable in respect of the Staff, information on any collective agreements which will have effect in relation to the Staff and any other employee liability information as specified in the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE Regulations’) as amended from time to time and shall warrant the accuracy of such information and shall forthwith notify the Contracting Authority of any change in such information. Any such data will be aggregated and anonymised where it exceeds the Supplier’s statutory obligation. 24.7 Where relevant and applicable, the Supplier shall permit the Contracting Authority to use the information provided pursuant to Clause 24.6 for informing any future tenderer(s) for the Service or any part thereof and shall enable and assist the Contracting Authority and such other persons as the Contracting Authority may determine to communicate with and DocuSign Envelope ID: 51C8ADDE-AF37-427A-881C-CF36B06C5A7B Flexible Procurement and Supply of HH, NHH, Metered and UMS Electricity with Additional Services Y22009 meet the Staff and their trade unions or other employee representatives or staff associations as when and where the Contracting Authority may determine. 24.8 Where relevant and applicable, the Supplier shall comply with any reasonable request made by the Contracting Authority for Staff information detailed in Clause 24.6, if such request is made by the Contracting Authority for the purpose of considering the application of, or complying with the requirements of the TUPE Regulations upon the termination of the Framework Agreement or any part thereof. The Supplier shall supply the requested information to the Contracting Authority within a reasonable time following the request and shall use its best endeavours to ensure that such information is accurate. The Contracting Authority shall treat such information as confidential to itself and its advisors, save as required by law, and save that it shall be at liberty to disclose the same (on the like terms as to confidentiality) to the bidder who has been awarded for the provision of the Services in succession to the Supplier. 24.9 At the end of the Term (howsoever arising) and/or after the Term, the Supplier shall co-operate free of charge with the Contracting Authority and any new Supplier appointed by the Contracting Authority to continue or take over the performance of the Framework Agreement in order to ensure an effective handover of all work then in progress.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)28. 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Call- Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default)26.8, and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off ContractAgreement. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.the

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 CONSEQUENCES OF TERMINATION AND EXPIRY (Consequences of Termination and Expiry). 28.2 . Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 . If the Authority terminates the Framework Agreement under Clause 26.8 Termination on Default (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 : the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 . Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 SCOPE OF FRAMEWORK AGREEMENT (Scope of Framework Agreement), 6 ORDERING PROCEDURES (Ordering Procedures), 8 WARRANTIES AND REPRESENTATIONS (Warranties and Representations), 9 PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 SAFEGUARD AGAINST FRAUD (Safeguard Against Fraud), 12 CALL-OFF CONTRACT PERFORMANCE (Call-Off Contract Performance), 15 PROVISION OF MANAGEMENT INFORMATION (Provision of Management Information), 16 MANAGEMENT CHARGE (Management Charge), 17 RECORDS AND AUDIT ACCESS (Records and Audit Access), 19 CONFIDENTIALITY (Confidentiality), 21 OFFICIAL SECRETS ACTS (Official Secrets Acts), 22 DATA PROTECTION (Data Protection), 23 FREEDOM OF INFORMATION (Freedom of Information), 28 CONSEQUENCES OF TERMINATION AND EXPIRY (Consequences of Termination and Expiry), 29 (Liability), 30 INSURANCE (Insurance), 34 RIGHTS OF THIRD PARTIES (Rights of Third Parties), 37 WAIVER AND CUMULATIVE REMEDIES (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 27. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Off Contract Agreement and the Supplier shall continue to pay any Authority Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 . If the Authority terminates the Framework Agreement under Clause 26.8 25.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Supplier shall indemnify the Authority shall be entitled to recover from the Supplier in full upon demand for the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 25.1 no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the final cost of making those other arrangements. 28.4 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 ). Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions . Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement), 6 including the provisions of: Clauses 1 (Ordering Procedures), 8 (Warranties Definitions and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of InterestInterpretation), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 14 (Provision of Management Information), 16 15 (Authority Management Charge), 17 16 (Records and Audit Access), 19 18 (Confidentiality), 21 20 (Official Secrets Acts), 22 21 (Data Protection), 23 22 (Freedom of Information), 28 27 (Consequences of Termination and Expiry), 29 28 (Liability), 30 29 (Insurance), 34 32 (Rights of Third Parties), 37 35 (Severability), 35 (Waiver and Cumulative Remedies), 39 (Entire Agreement), 41 (Intellectual Property Rights and Indemnities) and 47 46 (Law and Jurisdiction), ; and Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), ) and 14 (Framework Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 25. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Call Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 . If the Authority terminates the Framework Agreement under Clause 26.8 23.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision supply of the ServicesGoods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party in full upon demand for the provision cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8Goods and/or Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangements. 28.4 such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 ). Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions . Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 6 (Ordering ProceduresSharing of Information), 7 (Warranties, Representations and Undertakings), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 9 (Conflicts of Interest), 11 10 (Safeguard Safeguarding Against Fraud), 12 11 (Call-Call Off Contract Agreement Performance), 15 12 (Non-discrimination), 13 (Provision of Management Information), 16 14 (Management Charge), 17 15 (Records and Audit Access), 19 16 (Confidentiality), 21 17 (Official Secrets ActsTransparency), 22 18 (Applicable Laws), 19 (Data Protection), 23 20 (Freedom of Information), 28 23 (Termination), 25 (Consequences of Termination and Expiry), 29 26 (Liability), 30 27 (Insurance), 34 31 (Rights of Third Parties), 37 33 (Severability), 34 (Waiver and Cumulative Remedies), 35 (Relationship of the Parties), 36 (Further Assurances), 37 (Entire Agreement), 38 (Notices), 39 (Intellectual Property Rights and Indemnities), 40 (Complaints and Handling), 42 (Dispute Resolution) and 47 43 (Law and Jurisdiction), ; and Framework Agreement Schedules 1 (ServicesGoods and/or Services and Key Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), and 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 23.1. Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)23. 28.2 23.2. Termination or expiry of this Framework Agreement shall not cause any Call-Call- Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreement shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 23.3. If the Authority terminates the Framework Agreement under Clause 26.8 21.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision supply of the Services and any additional expenditure incurred by to Contracting Bodies, the Supplier shall indemnify the Authority as a result in full upon demand for the cost of such a default. Where procuring, implementing and operating any alternative or replacement services to the Framework Agreement is terminated under Clause 26.8Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 28.4 23.4. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance). 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 23.5. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions 23.6. Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: 23.6.1. Clauses 1 (Interpretation), 6 (Ordering ProceduresWarranties, Representations and Undertakings), 8 (Warranties and Representations), 9 7 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against FraudCall Off Agreement Performance), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 13 (Records and Audit Access), 19 14 (Confidentiality), 21 15 (Official Secrets ActsTransparency), 22 16 (Compliance with Applicable Law), 17 (Data Protection), 23 18 (Freedom of Information), 28 23 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 26 (Rights of Third Parties), 37 27 (Severability), 28 (Waiver and Cumulative Remedies) ), 31 (Entire Agreement), 32 (Intellectual Property Rights and 47 Indemnity), 33 (Complaints Handling and Resolution), 35 (Dispute Resolution), 36 (Law and Jurisdiction), 38 (Management Charge), 39 (Liability), 40 (Insurance) and 41 (Notices) ; and 23.6.2. Framework Agreement Schedules 1 (ServicesServices and Key Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Annual Self Audit Certificate), [11 (Guarantee), ,] 12 (Commercially Sensitive Information), 13 (Standards), Framework Management) and 14 (ManagementInsurance Requirements), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 24.1. Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)24. 28.2 24.2. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Contracts Agreement shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Call Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 24.3. If the Authority terminates the Framework Agreement under Clause 26.8 22.1 (Termination of Default), for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision supply of the Services and any additional expenditure incurred by to Contracting Bodies, the Supplier shall indemnify the Authority as a result in full upon demand for the cost of such a default. Where procuring, implementing and operating any alternative or replacement services to the Framework Agreement is terminated under Clause 26.8Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the final cost Supplier the full amount of making those other arrangementssuch cost. 28.4 24.4. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as is reasonably necessary for such compliance). 28.5 24.5. The Supplier shall comply with any reasonable request made by the Authority shall be entitled to require access co-operate with any Outgoing Supplier to data or information arising from ensure a smooth transfer and/or inter-operation, as appropriate, between the provision of the Outgoing Services by the Outgoing Supplier and the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off ContractSupplier. 28.6 24.6. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions 24.7. Termination or expiry of Clauses 3 this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (Scope or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of: (a) Clauses 1 (Interpretation), 6 (Ordering ProceduresWarranties, Representations and Undertakings), 8 (Warranties and Representations), 9 7 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Framework Agreement and Call Off Contract Agreement Performance), 15 13 (Provision of Management Information), 16 (Management Charge), 17 14 (Records and Audit Access), 19 15 (Confidentiality), 21 16 (Official Secrets ActsTransparency), 22 17 (Compliance with Applicable Law), 18 (Data Protection), 23 19 (Freedom of Information), 28 24 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 27 (Rights of Third Parties), 37 28 (Severability), 29 (Waiver and Cumulative Remedies) ), 32 (Entire Agreement), 33 (Intellectual Property Rights and 47 Indemnity), 34 (Complaints Handling and Resolution), 36 (Dispute Resolution), 37 (Law and Jurisdiction), 39 (Management Charges), 40 (Liability), 41 (Insurance), 42 (Notices) , 44 (Staff Transfer); and (b) Framework Agreement Schedules 1 (ServicesServices and Key Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Annual Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (StandardsFramework Management), 14 (ManagementInsurance Requirements), and15 (Staff Transfer), without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreementand 17 (Tender).

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 28. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 . If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default)26.8, and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 : the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Agreement. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 33 (Rights of Third Parties), 37 36 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 26.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)26. 28.2 26.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreements and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 26.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this . Save where the Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled has been terminated due to require access to data or information arising from the provision of the Services misuse by the Supplier until the latest of: 28.5.1 the expiry of such data, a period copy may be retained for legal or regulatory purposes only for a maximum of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract12 months. 28.6 26.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 26.5 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 7 (Warranties and Representations), 9 8 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 9 (Safeguard Against Fraud), 12 10 (Call-Off Contract Agreement Performance), 15 13 (Provision of Management Information), 16 14 (Management Charge), 17 14A (Recovery of Sums Due), 15 (Records and Audit Access), 19 17 (Confidentiality), 21 19 (Official Secrets Acts), 22 20 (Data Protection), 23 21 (Freedom of Information), 28 26 (Consequences of Termination and Expiry), 29 27 (Liability), 30 28 (Insurance), 34 31 (Rights of Third Parties), 37 34 (Waiver and Cumulative Remedies) and 47 42 (Law and Jurisdiction), Framework Agreement Schedules Schedules: 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 3 (Ordering Procedure), 7 5 (Value for Money), 8 6 (Management Information), 9 7 (Self Audit Certificate), 11 (Guarantee), 12 8 (Commercially Sensitive Information), 13 9 (Standards), 14 (Framework Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 31.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier Prime Contractor shall continue to fulfil its obligations under this the Framework Agreement until the date of expiry or termination of this the Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)31. 28.2 31.2 Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 31.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, and if requested by the Supplier Authority, the Prime Contractor shall return to the Authority any Authority’s data and Confidential Information belonging to the Authority in the SupplierPrime Contractor's possession, power or control, either in its then current format or in a format nominated by the AuthorityAuthority (in which event the Authority will reimburse the Prime Contractor's reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 31.4 The Authority shall be entitled to require access to data or information arising from the provision of the Services by from the Supplier Prime Contractor until the latest of:of:- 28.5.1 31.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.5.2 31.4.2 the expiry of a period of three twelve (312) Months following the date on which the Supplier Prime Contractor ceases to provide Ordered Services under any Call-Off Contract. 28.6 31.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 31.6 The provisions of Clauses 3 (Scope of Framework Agreement)8, 6 (Ordering Procedures)9, 8 (Warranties 10, 11, 20, 21, 22, 24, 32, 33 and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry 44 shall survive the termination or expiry of this the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 29. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Goods and Services by the Supplier until the latest of: 28.5.1 : the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Goods and Services under any Call-Off Contract. 28.6 Agreement. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention 10.1(Prevention of Bribery and Corruption), 10 10.1 (Conflicts of Interest), 11 12 (Safeguard Against Fraud), 12 13 (Call-Off Contract Agreement Performance), 15 16 (Provision of Management Information), 16 17 (Management Charge), 17 18 (Records and Audit Access), 19 20 (Confidentiality), 21 22 (Official Secrets Acts), 22 ) 23 (Data Protection), 23 24 (Freedom of Information), 28 ) 29 (Consequences of Termination and Expiry), 29 30 (Liability), 30 31 (Insurance), 38 (Waiver and Cumulative), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 46 (Law and Jurisdiction), Framework Agreement Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management InformationInformation Requirements), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 15 (Framework Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 28. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 28.2 The Authority shall be entitled to require access to data or information arising from the provision of the Available Services by the Supplier until the latest of: 28.5.1 28.2.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 28.2.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off ContractAgreement. 28.6 28.3 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 28.4 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention Corrupt Gifts and Payment of Bribery and CorruptionCommission), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), Error! Reference source not found. 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 36 (Waiver and Cumulative Remedies) and 47 43 (Law and Jurisdiction), Framework Agreement Schedules 1 (Available Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 6 Continuous Improvement), 7 (Value for MoneyBenchmarking), 8 (Management InformationInformation Requirements), 9 (Self Audit Certificate), 11 Certificate),11 (Guarantee), 12 Key Performance Indicators),12 (Commercially Sensitive Information), ) and 13 (Standards), 14 (Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 28. Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If . Save for termination under Clauses 26.13, if the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision cost of the procuring, implementing and operating any alternative or replacement Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments (if any) shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 . Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 . The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 : the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Agreement. Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 2.1 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance30(Insurance), 33.2, 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies), 40 (Entire Agreement), 41 (Notices), 42 (Intellectual Property Rights and Indemnity), 43 (Malicious Software), 44 (Complaints Handling and Resolution). 45 (Framework Agreement Management), 46 (Dispute Resolution) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 4 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Framework Management), 15 (Tender) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework the Agreement until the date of expiry or termination of this Framework the Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 25. Termination or expiry of this Framework Agreement and/or the DPS shall not cause any Call-Off Supplier Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Supplier Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 their own terms. Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this Framework AgreementAgreement and/or the DPS, the Supplier shall return to the Authority YPO any Authority’s data and Confidential Information belonging to YPO in the Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityYPO, together with all training manuals and other related documentation, and any other information and all copies thereof owned by the AuthorityYPO, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 The Authority . YPO shall be entitled to require access to data or information arising from the provision of the Goods and/or Services by from the Supplier until the latest of: 28.5.1 of:- the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Goods and/or Services (if applicable) under any Call-Off Contract. 28.6 Agreement Termination or expiry of this Framework Agreement and/or the DPS shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 . The provisions of Clauses 3 (Scope of Framework Agreement)8, 6 (Ordering Procedures)9, 8 (Warranties and Representations)10, 9 (Prevention of Bribery and Corruption)14, 10 (Conflicts of Interest)15, 11 (Safeguard Against Fraud)16, 12 (Call-Off Contract Performance)17, 15 (Provision of Management Information)19, 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality)20, 21 (Official Secrets Acts), and 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. In the event of any termination of the Agreement whether under this Clause 25 or otherwise, and without prejudice to any other rights (including the right to recover damages) that may accrue to the benefit of the Other Contracting Authority under this Agreement or otherwise, the Other Contracting Authority shall be entitled to obtain a refund of any Charges paid by the Contracting Authority in respect of any Goods, Services and/or works (if applicable) which have not been performed by the Provider in accordance with the terms of the Agreement. Suppliers can be removed from the DPS as a result of their actions, failure to comply with the required minimum standards or the terms and conditions of this Agreement. Suppliers do however have the option to apply to be re-admitted to the DPS. Should a Supplier be removed/ terminated from the DPS for failing to comply with the minimum required standards or the terms and conditions of this Agreement, YPO’s decision will be final as to whether or not the Supplier can be re-admitted to the DPS.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 26.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)26. 28.2 26.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreements and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 26.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 26.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 26.5 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 7 (Warranties and Representations), 9 8 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 9 (Safeguard Against Fraud), 12 10 (Call-Off Contract Agreement Performance), 15 13 (Provision of Management Information), 16 14 (Management Charge), 17 14A (Recovery of Sums Due), 15 (Records and Audit Access), 19 17 (Confidentiality), 21 19 (Official Secrets Acts), 22 20 (Data Protection), 23 21 (Freedom of Information), 28 26 (Consequences of Termination and Expiry), 29 27 (Liability), 30 28 (Insurance), 34 31 (Rights of Third Parties), 37 34 (Waiver and Cumulative Remedies) and 47 42 (Law and Jurisdiction), Framework Agreement Schedules Schedules: 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 3 (Ordering Procedure), 7 5 (Value for Money), 8 6 (Management Information), 9 7 (Self Audit Certificate), 11 (Guarantee), 12 8 (Commercially Sensitive Information), 13 9 (Standards), 14 (Framework Management), ) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 14.1. Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier SERVICE PROVIDER shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination (howsoever arising) of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)14. 28.2 Termination 14.2. The expiry or expiry termination (howsoever arising) of this Framework Agreement shall not affect the validity of any extant Contract or cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off All Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default14.3. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the earlier of the date of expiry or termination or expiry (howsoever arising) of this Framework Agreement, the Supplier SERVICE PROVIDER shall return to the Authority AUTHORITY any Authority’s data and Confidential Information belonging to the AUTHORITY in the Supplier's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by the AuthorityAUTHORITY (in which event the AUTHORITY will reimburse the SERVICE PROVIDER’s pre-agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the AuthorityAUTHORITY, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months months to comply with its obligations under this Framework Agreement or under any LawClause 14.4, or such other period as is reasonably necessary for such compliance. 28.5 14.4. The Authority AUTHORITY shall be entitled to require access to data or information arising from the provision of the Services by IT Solutions from the Supplier SERVICE PROVIDER until the latest of: 28.5.1 14.4.1. the expiry of a period of twelve (12) Months months following termination (howsoever arising) or expiry of this Framework Agreement; or 28.5.2 14.4.2. the expiry of a period of three (3) Months months following the date on which the Supplier SERVICE PROVIDER ceases to provide any Ordered Services IT Solutions under any Call-Off Contract. 28.6 Termination or expiry 14.5. The provisions of: 14.5.1. Clauses 1, 2.3, 3.4, 7.1, 8, 14 to 16 (inclusive), 18 to 22 (inclusive) 24, 28, 29, 30 (but not 30.4), 32, 33, 37 to 43 (inclusive); 14.5.2. Schedules 1, 7 and 11 of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry.Agreement; and 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, 14.5.3. any other provision Clause or Schedule of this Framework Agreement which expressly or by implication its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry, shall survive the termination (howsoever arising) or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 24.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Supplier Contractor shall continue to fulfil its obligations under this the Framework Agreement until the date of expiry or termination of this the Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)24. 28.2 24.2 Termination or expiry of this the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 24.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier Contractor shall return to the Authority relevant I-Flair Members any Authority’s data and Confidential Information belonging to the relevant I-Flair Members in the Supplier's Contractor‟s possession, power or control, either in its then current format or in a format nominated by the Authorityrelevant I-Flair Member (in which event the each relevant I-Flair Member will reimburse the Contractor‟s reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authorityrelevant I-Flair Members, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 The Authority 24.4 Each I-Flair Member shall be entitled to require access to data or information arising from the provision of the Services by to that I-Flair Member from the Supplier Contractor until the latest of:of:- 28.5.1 24.4.1 the expiry of a period of twelve twenty four (1224) Months following termination or expiry of this the Framework Agreement; or 28.5.2 24.4.2 the expiry date when the Contractor‟s obligations under or arising out of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off ContractContract have been completed or discharged. 28.6 24.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 24.6 Immediately upon termination of the Framework Agreement for any reason whatsoever the Contractor shall render such reasonable assistance to the I-Flair Members or third party nominated by the I-Flair Members, if requested, as may be necessary to effect an orderly assumption by any third party contractor appointed by the Authority from time to time in succession to the Contractor of the Services previously performed by the Contractor under the Framework Agreement. 24.7 The provisions of Clauses 3 (Scope 8, 9, 10, 11, 17, 18, 19, 25, 26 and 36 shall survive the termination or expiry of the Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, together with any other provision of this Framework Agreement which expressly is either expressed to or by implication is intended to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 47.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 47 (Consequences of Termination and Expiry). 28.2 47.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of 47.3 On termination or expiry of this Framework Agreement, the Supplier provisions of Schedule 9 (Payments Due on Termination) shall return to apply. 47.4 On the Authority any Authority’s Confidential Information expiry or termination of this Framework Agreement (in the Supplier's possession, power or control, either in its then current format whole or in a format nominated by the Authoritypart), and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to each Party shall comply with its obligations under this Framework Agreement or under any Lawobligations, or such other period and have the rights provided to it, as is reasonably necessary for such complianceset out in Schedule 10 (Exit Plan). 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 47.5 On the expiry or termination of a period of twelve this Agreement (12) Months following termination in whole or expiry of in part), each Party shall comply with its obligations, and have the rights provided to it, as set out in Schedule 10 (Exit Plan). 47.6 Save as otherwise expressly provided in this Framework Agreement; or: 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Termination 47.6.1 termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The 47.6.2 termination of this Framework Agreement shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under the provisions of Clauses 3 4 (Scope of Framework Agreement), 6 7 (Ordering ProceduresArrangements for Call-Off Contracts), 8 40.1 (Warranties and RepresentationsUndertakings), 9 11 (Prevention of Bribery and CorruptionCorruption and Tax Non- Compliance), 10 (Conflicts of Interest), 11 12 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 26 (Confidentiality), 21 28 (Official Secrets Acts), 22 29 (Data Protection), 23 30 (Freedom of Information), 28 47 (Consequences of Termination and Expiry), 29 39 (Liability), 30 40 (Insurance), 34 22 (Rights of Third Parties), 37 34 (Waiver and Cumulative Remedies) and 47 56 (Law and Jurisdiction), Framework Agreement Schedules Schedules: 1 (Services), 2 (Sub-ContractorsCharges), 3 (Charging Structure), 5 (Ordering Procedure), 7 ) and 4 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), Governance) and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement. This Clause is without prejudice to any provisions of this Framework Agreement incorporated in any Call-Off Contract which shall continue in full force and effect for the duration of that Call-Off Contract.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 22.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, Agreement:- 22.1.1 the Supplier Provider shall continue to fulfil its obligations under this the Framework Agreement and 22.1.2 the Authority shall continue to fulfil its obligations under the Framework Agreement, in both cases until the date of expiry or termination of this the Framework Agreement or such other date as required under this Clause 28 (Consequences by written notice of Termination and Expiry)the Authority. 28.2 Termination 22.2 Subject to Clause 21.1 termination or expiry of this the Framework Agreement shall not necessarily cause any Call-Off Contracts to terminate automatically. For automatically which shall for the avoidance of doubt, all Call-Off Contracts shall doubt and subject to Clause 21.1 remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 22.3 Within thirty (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (1030) Working Days of the date of termination or expiry of this the Framework Agreement, the Supplier Provider shall return to the Authority any Authority’s data and Confidential Information belonging to the Authority in the SupplierProvider's possession, power or control, either in its then current format or in a format nominated by the AuthorityAuthority (in which event the Authority will reimburse the Provider's reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this the Framework Agreement or under any LawAgreement, or such other period as is reasonably necessary for such compliance. 28.5 22.4 The Authority shall be entitled to require access to data or information arising from the provision of the Services by from the Supplier Provider until the latest of:of:- 28.5.1 22.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.5.2 22.4.2 the expiry of a period of three twelve (312) Months following the date on which the Supplier Provider ceases to provide Ordered Services under any Call-Off Contract. 28.6 22.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party the Provider or the Authority or any other User Body accrued under this Framework Agreement prior to termination or expiry. 28.7 22.6 The Provider shall send to any Authorised User Body on its or the Authority’s request a copy of any information supplied to the Authority under this Clause 22 which relates to Call-Off Contracts between that Authorised User Body and 22.7 The provisions of Clauses 3 (Scope of Framework Agreement)6, 6 (Ordering Procedures)7, 8 (Warranties 8, 9, 15, 16, 17, 23, 24, and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry 36 shall survive the termination or expiry of this the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)clause. 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Contract to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges Retrospective Rebate due to the Authority ESPO in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority ESPO any Authorityof ESPO’s Confidential Information in the Supplier's ’s possession, power or control, either in its then current format or in a format nominated by the AuthorityESPO, and any other information and all copies thereof owned by the AuthorityESPO, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority 28.4 ESPO shall be entitled to require access to data or information arising from the provision of the Goods and/or Services by the Supplier until the latest of: 28.5.1 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 28.4.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Goods and/or Services under any Call-Off Contract. 28.6 28.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 28.6 The provisions of Clauses clauses 3 (Scope of Framework Agreement), 6 (Ordering ProceduresFormation of a Contract), 8 7 (Warranties Warranties, Representations and RepresentationsGuarantees), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management ChargeESPO’s Cost Recovery/ Retrospective Rebate), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets ActsData Protection), 22 (Data Protection), 23 (Freedom of Information), ) 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 37 (Rights of Third Parties), 37 40 (Waiver and Cumulative Remedies) and 47 44 (Law and Jurisdiction), Framework Agreement Schedules 1 (The Goods and/or Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 4 (Ordering Procedure), 7 (Value for Money), 8 (Management InformationInformation Requirements), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 10 (Standards), 14 (ManagementFramework Management Including Service Levels and Key Performance Indicators), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry)28. 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Contracts Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off ContractsAgreements, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default)26.8, and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Authority‟s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Call- Off ContractAgreement. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Agreement Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.