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 Agreement, the Provider shall continue to fulfil its obligations under the Agreement until the date of expiry or termination of the Agreement or such other date as required under this Clause 28. 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System 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. 28.3 Within thirty (30) Working Days of the date of termination or expiry of this Agreement and/or the Dynamic Purchasing System, the Provider shall return to LPP any data and Confidential Information belonging to LPP in the Provider's possession, power or control, either in its then current format or in a format nominated by LPP, together with all training manuals and other related documentation, and any other information and all copies thereof owned by LPP, 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 Agreement, or such period as is necessary for such compliance. 28.4 LPP shall be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. 28.6 The provisions of Clauses 5, 8, 9, 10,16, 17, 18, 19, 21, 22, 24 and 25 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 11.1 Notwithstanding the service of a notice to terminate this AgreementContract or any part thereof, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Software Application Solutions until the date of expiry or termination (howsoever arising) of the Agreement this Contract (or any part thereof) or such other date as required under this Clause 2811 and the provisions of Schedule 2-11. 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System 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. 28.3 11.2 Within thirty ten (3010) Working Days of the earlier of the date of expiry or termination or expiry (howsoever arising) of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to LPP in the Provider's SERVICE PROVIDER‟s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, 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 AgreementClause 11.5, or such period as is necessary for such compliance. 28.4 LPP 11.3 Within ten (10) Working Days of the date of expiry or termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Software Application Solutions not provided by the date of expiry or termination (howsoever arising). 11.4 The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements. 11.5 The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the Exit and Service Transfer Arrangements, if later) be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) Ordered Software Application Solutions from the Provider until the latest of:-SERVICE PROVIDER. 28.4.1 the expiry 11.6 The provisions of: 11.6.1 Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 0, 30 32, 34, 35, 38 to 41 (inclusive); 11.6.2 Schedules 2-1, 2-9 and 2-11; and 11.6.3 any other Clause or Schedule of a period of twelve this Contract which by its terms is to be performed or observed notwithstanding termination (12howsoever arising) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. 28.6 The provisions of Clauses 5, 8, 9, 10,16, 17, 18, 19, 21, 22, 24 and 25 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:expiry),

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 12.1 Notwithstanding the service of a notice to terminate this AgreementContract, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Services until the date of expiry or termination of the Agreement this Contract or such other date as required under this Clause 2812 and the provisions of Schedule 2-11. 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System 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. 28.3 12.2 Within thirty ten (3010) Working Days of the date of expiry or termination or expiry of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any data and Confidential Information belonging to LPP the CUSTOMER in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, 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 Clause 12.5. Subject always to the provisions of Clause 17, the SERVICE PROVIDER may retain one (1) copy of such documentation that it reasonably requires to support any advice, reports or opinions that the SERVICE PROVIDER may have provided to the CUSTOMER pursuant to this Agreement, or such period as is necessary for such complianceContract. 28.4 LPP 12.3 Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Services not provided by the date of expiry or termination. 12.4 The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements set out in Schedule 2-11. 12.5 The CUSTOMER shall for a period of twelve (12) Months following expiry or termination of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the provisions of Schedule 2-11, if later) be entitled to require access to data or information arising from the provision of the Goods, Ordered Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expirySERVICE PROVIDER. 28.6 12.6 The provisions of Clauses 51, 813, 914, 10,1615, 16, 17, 18, 19, 21, 2223, 24 27, 30, 33 and 25 37 and the provisions of Schedule 2-1 and Schedule 2-11 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive terminationContract. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this AgreementContract, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Goods until the date of expiry or termination of the Agreement this Contract or such other date as required under this Clause 28. 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall not cause any Call-Off Contracts to terminate automatically11. 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. 28.3 Within thirty ten (3010) Working Days of the date of expiry or termination or expiry of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any sums prepaid in respect of Ordered Goods not provided by the date of expiry or termination. Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any data and Confidential Information belonging to LPP the CUSTOMER in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, 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 Clause 11.4. Subject always to the provisions of Clause 16, the SERVICE PROVIDER may retain one (1) copy of such documentation that it reasonably requires to support any advice, reports or opinions that the SERVICE PROVIDER may have provided to the CUSTOMER pursuant to this Agreement, Contract. The CUSTOMER shall for a period of twelve (12) Months following expiry or such period as is necessary for such compliance. 28.4 LPP shall termination of this Contract be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) Ordered Goods from the Provider until the latest of:- 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. 28.6 SERVICE PROVIDER. The provisions of Clauses 51, 812, 913, 10,1614, 1715, 16, 18, 1920, 2123, 2225, 24 29, 32 and 25 36 and the provisions of Schedule 2-1 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive terminationContract. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Service Provider shall continue to fulfil its obligations under the Framework Agreement until the date of expiry or termination of the this Framework Agreement or such other date as required under this Clause 28. 28.2 17. Termination or expiry of this Framework Agreement and/or the Dynamic Purchasing System 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. 28.3 . Within thirty ten (3010) Working Days of the date of termination or expiry of this Agreement and/or the Dynamic Purchasing SystemFramework Agreement, the Service Provider shall return to LPP the Authority any data and Confidential Information belonging to LPP the Authority in the Service Provider's ’s possession, power or control, either in its then current format or in a format nominated by LPPthe Authority (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 LPPthe 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 such period as is necessary for such compliance. 28.4 LPP . The Authority shall be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) from the Service Provider until the latest of:- 28.4.1 of:- the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.4.2 or the expiry of a period of three (3) Months following the date on which the Service Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 . Termination or expiry of this Framework Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.6 . The provisions of Clauses 55 (Warranties and Representations), 85.3 (Corrupt Gifts and Payment of Commission), 95.6.3 (Conflicts of Interest), 10,165.11 (Safeguard Against Fraud), 177.5 (Management Charge), 187.12 (Records and Audit Access), 197.41 (Data Protection), 2117 (Consequences of Termination and Expiry), 2218 (Liability), 24 18.7 (Insurance) and 25 23.22.7 (Law and Jurisdiction) 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. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this AgreementContract or any part thereof, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Software Application Solutions until the date of expiry or termination (howsoever arising) of the Agreement this Contract (or any part thereof) or such other date as required under this Clause 28. 28.2 Termination or expiry 11 and the provisions of this Agreement and/or the Dynamic Purchasing System shall not cause any CallSchedule 2-Off Contracts to terminate automatically11. 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. 28.3 Within thirty ten (3010) Working Days of the earlier of the date of expiry or termination or expiry (howsoever arising) of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP any data destroy all CUSTOMER Data and CUSTOMER Confidential Information belonging to LPP in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPP, control together with all training manuals and other related documentation, and any other information and all copies thereof owned by LPPthe CUSTOMER, 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 AgreementClause 11.5, or such period as is necessary for such compliance. 28.4 LPP shall be entitled to require access to data or information arising from the provision . Within ten (10) Working Days of the Goodsdate of expiry or termination (howsoever arising) of this Contract, Services and/or Works the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Software Application Solutions not provided by the date of expiry or termination (if applicable) from howsoever arising). The CUSTOMER and the Provider until SERVICE PROVIDER shall comply with the latest of:- 28.4.1 the expiry of Exit and Service Transfer Arrangements. The CUSTOMER shall for a period of twelve (12) Months months following expiry or termination or expiry (howsoever arising) of this Agreement; or 28.4.2 the expiry of a period of three Contract (3) Months following or until the date on which the Provider ceases SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to provide Goodsthe Exit and Service Transfer Arrangements, Services and/or Works if later) be entitled to require access to information arising from the Ordered Software Application Solutions from the SERVICE PROVIDER. The provisions of: Clauses 1, 11 to 21 (if applicableinclusive), 23, 25, 28, 28.3, 30 32, 34, 35, 38 to 41 (inclusive); Schedules 2-1, 2-9 and 2-11; and any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) under any Call-Off Contract 28.5 Termination 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 Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiryContract. 28.6 The provisions of Clauses 5, 8, 9, 10,16, 17, 18, 19, 21, 22, 24 and 25 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 23.1 Notwithstanding the service of a notice to terminate this the Services Agreement, the Provider shall continue to fulfil its obligations under the Services Agreement until the date of expiry or termination of the Services Agreement or such other date as required under this Clause 2823. 28.2 23.2 Termination or expiry of this the Services Agreement and/or the Dynamic Purchasing System shall not cause any Call-Off Individual Services Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Individual Services Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms. 28.3 23.3 Prior to the expiry or termination of this Services Agreement or termination of any IPA under an Individual Services Contract for any reason, the Council, the Provider, and if appropriate any successor provider, will agree a Succession Plan and the Parties will comply with the provisions of the Succession Plan. 23.4 Within thirty (30) Working Days of the date of termination or expiry of this Agreement and/or the Dynamic Purchasing SystemServices Agreement, the Provider shall return to LPP the Council any data and Confidential Information belonging to LPP the Council in the Provider's possession, power or control, either in its then current format or in a format nominated by LPPthe Council (in which event the Council 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 LPPthe Council, 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 Services Agreement, or such period as is necessary for such compliance. 28.4 LPP 23.5 The Council shall be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 23.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this the Services Agreement; or 28.4.2 23.5.2 the expiry of a period of three six (36) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Individual Services Contract. 28.5 23.6 Termination or expiry of this Services Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Services Agreement prior to termination or expiry. 28.6 23.7 The provisions of Clauses 5, 8, 9, 10,1610, 11, 16, 17, 18, 19, 21, 22, 24 and 25 shall survive the termination or expiry of this the Services Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this AgreementContract or any part thereof, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Software Application Solutions until the date of expiry or termination (howsoever arising) of the Agreement this Contract (or any part thereof) or such other date as required under this Clause 28. 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall not cause any Call-Off Contracts to terminate automatically11. 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. 28.3 Within thirty ten (3010) Working Days of the earlier of the date of expiry or termination or expiry (howsoever arising) of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to LPP in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, 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 AgreementClause 11.5, or such period as is necessary for such compliance. 28.4 LPP . Within ten (10) Working Days of the date of expiry or termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Software Application Solutions not provided by the date of expiry or termination (howsoever arising). [Not used]. The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) Ordered Software Application Solutions from the Provider until SERVICE PROVIDER. The provisions of: Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 29, 30 32, 34, 35, 38 to 41 (inclusive); Schedules 2-1, 2-9 and 2-11; and any other Clause or Schedule of this Contract which by 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 latest of:- 28.4.1 the expiry of a period of twelve termination (12howsoever arising) Months following termination or expiry of this Agreement; or 28.4.2 Contract. As early as is practical and in any event within ten (10) Working Days of the expiry earlier of a period of three (3) Months following the date on of expiry or termination or partial termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall: provide to the CUSTOMER copies of all documentation and information used in the provision of the Ordered Software Application Solutions and reasonably or necessarily required for the continuous use thereof, in which the Provider ceases Intellectual Property Rights are owned by the SERVICE PROVIDER; provide to provide the CUSTOMER copies of all documentation relating to the use and operation of the Ordered Goods, Services and/or Works ; and grant to the CUSTOMER licenses to use all software (if applicableexcluding Third Party Software for which the licenses are held in the name of the CUSTOMER) under any Call-Off Contract 28.5 Termination or expiry necessary for the CUSTOMER’s receipt of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations Ordered Software Application Solutions and the provision of either Party accrued under this Agreement prior to termination or expiry. 28.6 The provisions of Clauses 5, 8, 9, 10,16, 17, 18, 19, 21, 22, 24 and 25 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 28.7 all related documentation. In the event of any termination that this Contract expires or is terminated in whole or in part the SERVICE PROVIDER shall, where so requested by the CUSTOMER, provide assistance to the CUSTOMER to migrate the provision of the Agreement whether under this Clause 28 Ordered Software Applications Solutions or otherwise, and without prejudice part thereof 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 a replacement service provider. Such assistance shall be entitled to: 28.7.1 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 charged in accordance with the terms rate card set out in Schedule 2-3 with all Charges for assistance to be agreed in advance. For the avoidance of doubt, the Agreement. PART SEVEN:CUSTOMER shall not be liable for any such Charges unless they have been agreed in writing prior to the assistance being provided.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this AgreementContract or any part thereof, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Software Application Solutions until the date of expiry or termination (howsoever arising) of the Agreement this Contract (or any part thereof) or such other date as required under this Clause 28. 28.2 Termination or expiry 10 and the provisions of this Agreement and/or the Dynamic Purchasing System shall not cause any CallSchedule 2-Off Contracts to terminate automatically11. 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. 28.3 Within thirty ten (3010) Working Days of the earlier of the date of expiry or termination or expiry (howsoever arising) of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP each LAthe CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to LPP in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe relevant LA CUSTOMER (in which event the CUSTOMER 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 LPPthe LA CUSTOMER, 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 AgreementClause 10.5, or such period as is necessary for such compliance. 28.4 LPP . NOT USED.Within ten (10) Working Days of the date of expiry or termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Software Application Solutions not provided by the date of expiry or termination (howsoever arising). Each LAThe CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements. Each LAThe CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the Exit and Service Transfer Arrangements, if later) be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) Ordered Software Application Solutions from the Provider until SERVICE PROVIDER. The provisions of: Clauses 1, 10 to 20 (inclusive), 22, 24, 27, 28, 29 31, 33, 34, 37 to 40 (inclusive); Schedules 2-1, 2-9 and 2-11; and any other Clause or Schedule of this Contract which by 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 latest of:- 28.4.1 the expiry of a period of twelve termination (12howsoever arising) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. 28.6 The provisions of Clauses 5, 8, 9, 10,16, 17, 18, 19, 21, 22, 24 and 25 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Provider shall continue to fulfil its obligations under the Framework Agreement until the date of expiry or termination of the Framework Agreement or such other date as required under this Clause 28. 28.2 clause 25. Termination or expiry of this the Framework Agreement and/or the Dynamic Purchasing System 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. 28.3 . Within thirty (30) Working Days of the date of termination or expiry of this Agreement and/or the Dynamic Purchasing SystemFramework Agreement, the Provider shall return to LPP the Authority any data and Confidential Information belonging to LPP the Authority in the Provider's ’s possession, power or control, either in its then current format or in a format nominated by LPPthe Authority (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 LPPthe 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 such period as is necessary for such compliance. 28.4 LPP . The Authority shall be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 25.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.4.2 25.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, the Services and/or Works (if applicable) under any Call-Off Contract 28.5 . Termination or expiry of this Framework Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.6 The provisions of Clauses 5. TERMINATION OR EXPIRY OF THIS FRAMEWORK AGREEMENT SHALL BE WITHOUT PREJUDICE TO THE SURVIVAL OF ANY PROVISION OF THIS FRAMEWORK AGREEMENT WHICH EXPRESSLY (OR BY IMPLICATION) IS TO BE PERFORMED OR OBSERVED NOTWITHSTANDING TERMINATION OR EXPIRY OF THIS FRAMEWORK AGREEMENT, INCLUDING THE PROVISIONS OF CLAUSES 1, 7, 8, 9, 10,1610, 12, 14, 16, 17, 18, 19, 20, 21, 2224, 24 and 25 shall survive the termination or expiry of this Agreement25, together with any other provision which is either expressed to or by implication is intended to survive termination27, 28, 31, 32, 33 34, 35, 36, 37, 38 39 AND FRAMEWORK SCHEDULES 1, 2 AND 5. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Provider shall continue to fulfil its obligations under the Framework Agreement until the date of expiry or termination of the this Framework Agreement or such other date as required under this Clause 28. 28.2 27. Termination or expiry of this Framework Agreement and/or the Dynamic Purchasing System 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. 28.3 . Within thirty ten (3010) Working Days of the date of termination or expiry of this Agreement and/or the Dynamic Purchasing SystemFramework Agreement, the Provider shall return to LPP the Authority any data and Confidential Information belonging to LPP the Authority in the Provider's ’s possession, power or control, either in its then current format or in a format nominated by LPPthe Authority (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 LPPthe 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 such period as is necessary for such compliance. 28.4 LPP . The Authority shall be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 of:- the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.4.2 or the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) the Goods under any Call-Off Contract 28.5 . Termination or expiry of this Framework Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.6 . The provisions of Clauses 58 (Warranties and Representations), 89 (Corrupt Gifts and Payment of Commission), 910 (Conflicts of Interest), 10,1611 (Safeguard Against Fraud), 1716 (Management Charge), 1817 (Records and Audit Access), 1921 (Data Protection), 2127 (Consequences of Termination and Expiry), 22(Liability), 24 29 (Insurance) and 25 40 (Law and Jurisdiction) 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. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 12.1 Notwithstanding the service of a notice to terminate this AgreementContract, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Services until the date of expiry or termination of the Agreement this Contract or such other date as required under this Clause 2812 and the provisions of Schedule 2-11. 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System 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. 28.3 12.2 Within thirty ten (3010) Working Days of the date of expiry or termination or expiry of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any data and Confidential Information belonging to LPP the CUSTOMER in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, 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 Clause 12.5. Subject always to the provisions of Clause 17, the SERVICE PROVIDER may retain one (1) copy of such documentation that it reasonably requires to support any advice, reports or opinions that the SERVICE PROVIDER may have provided to the CUSTOMER pursuant to this Agreement, or such period as is necessary for such complianceContract. 28.4 LPP 12.3 Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Services not provided by the date of expiry or termination. 12.4 The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements set out in Schedule 2-11. 12.5 The CUSTOMER shall for a period of twelve (12) Months following expiry or termination of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the provisions of Schedule 2-11, if later) be entitled to require access to data or information arising from the provision of the Goods, Ordered Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expirySERVICE PROVIDER. 28.6 12.6 The provisions of Clauses 51, 813, 914, 10,1615, 16, 17, 18, 19, 21, 22, 24 27, 30, 33 and 25 37 and the provisions of Schedule 2-1 and Schedule 2-11 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive terminationContract. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 11.1 Notwithstanding the service of a notice to terminate this AgreementContract or any part thereof, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Software Application Solutions until the date of expiry or termination (howsoever arising) of the Agreement this Contract (or any part thereof) or such other date as required under this Clause 2811 and the provisions of Schedule 2-11. 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System 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. 28.3 11.2 Within thirty ten (3010) Working Days of the earlier of the date of expiry or termination or expiry (howsoever arising) of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to LPP in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, 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 AgreementClause 11.5, or such period as is necessary for such compliance. 28.4 LPP 11.3 Within ten (10) Working Days of the date of expiry or termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Software Application Solutions not provided by the date of expiry or termination (howsoever arising). 11.4 The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements. 11.5 The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the Exit and Service Transfer Arrangements, if later) be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) Ordered Software Application Solutions from the Provider until SERVICE PROVIDER. 11.6 The provisions of: 11.6.1 Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 29, 30 32, 34, 35, 38 to 41 (inclusive); 11.6.2 Schedules 2-1, 2-9 and 2-11; and 11.6.3 any other Clause or Schedule of this Contract which by 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 latest of:- 28.4.1 the expiry of a period of twelve termination (12howsoever arising) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. 28.6 The provisions of Clauses 5, 8, 9, 10,16, 17, 18, 19, 21, 22, 24 and 25 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this the Framework Agreement, the Service Provider shall continue to fulfil its obligations under the Framework Agreement until the date of expiry or termination of the this Framework Agreement or such other date as required under this Clause 28. 28.2 17. Termination or expiry of this Framework Agreement and/or the Dynamic Purchasing System 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. 28.3 . Within thirty ten (3010) Working Days of the date of termination or expiry of this Agreement and/or the Dynamic Purchasing SystemFramework Agreement, the Service Provider shall return to LPP the Authority any data and Confidential Information belonging to LPP the Authority in the Service Provider's ’s possession, power or control, either in its then current format or in a format nominated by LPPthe Authority (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 LPPthe 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 such period as is necessary for such compliance. 28.4 LPP . The Authority shall be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) from the Service Provider until the latest of:- 28.4.1 of:- the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or 28.4.2 or the expiry of a period of three (3) Months following the date on which the Service Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 . Termination or expiry of this Framework Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.6 . The provisions of Clauses 55 (Warranties and Representations), 85.3 (Corrupt Gifts and Payment of Commission), 95.6.3 (Conflicts of Interest), 10,165.11 (Safeguard Against Fraud), 177.5 (Management Charge), 187.12 (Records and Audit Access), 197.41 (Data Protection), 2117 (Consequences of Termination and Expiry), 2218 (Liability), 24 20 (Insurance) and 25 25.22.7 (Law and Jurisdiction) 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. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 12.1 Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Services not provided by the date of expiry or termination. 12.2 Notwithstanding the service of a notice to terminate this AgreementContract, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Services until the date of expiry or termination of the Agreement this Contract or such other date as required under this Clause 2812 (or Clause 11.12 as applicable) and the provisions of Schedule 2-11(b). 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System 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. 28.3 12.3 Within thirty ten (3010) Working Days of the date of expiry or termination or expiry of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any data and Confidential Information belonging to LPP the CUSTOMER in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months necessary to comply with its obligations under Clause 12.6. Subject always to the provisions of Clause 17 the SERVICE PROVIDER may retain one (1) copy of such documentation that it reasonably requires to support any advice, reports or opinions that the SERVICE PROVIDER may have provided to the CUSTOMER pursuant to this Agreement, or such period as is necessary for such complianceContract. 28.4 LPP 12.4 Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Services not provided by the date of expiry or termination. 12.5 The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements set out in Schedule 2-11. 12.6 The CUSTOMER shall for a period of twelve (12) Months following expiry or termination of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the provisions of Schedule 2-11, if later) be entitled to require access to data or information arising from the provision of the Goods, Ordered Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expirySERVICE PROVIDER. 28.6 12.7 The provisions of Clauses 51, 813, 914, 10,1615, 16, 17, 18, 19, 21, 2224, 24 27, 33, 34, 37and 41 and 25 the provisions of Schedule 2-1(b) and Schedule 2-11(b) shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive terminationContract. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this AgreementContract or any part thereof, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Software Application Solutions until the date of expiry or termination (howsoever arising) of the Agreement this Contract (or any part thereof) or such other date as required under this Clause 28. 28.2 Termination or expiry 11 and the provisions of this Agreement and/or the Dynamic Purchasing System shall not cause any CallSchedule 2-Off Contracts to terminate automatically11. 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. 28.3 Within thirty ten (3010) Working Days of the earlier of the date of expiry or termination or expiry (howsoever arising) of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any data (including CUSTOMER Data) and CUSTOMER Confidential Information belonging to LPP in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, 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 AgreementClause 11.5, or such period as is necessary for such compliance. 28.4 LPP . Within ten (10) Working Days of the date of expiry or termination (howsoever arising) of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Software Application Solutions not provided by the date of expiry or termination (howsoever arising). The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements. The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the Exit and Service Transfer Arrangements, if later) be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) Ordered Software Application Solutions from the Provider until SERVICE PROVIDER. The provisions of: Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 29, 30 32, 34, 35, 38 to 41 (inclusive); Schedules 2-1, 2-9 and 2-11; and any other Clause or Schedule of this Contract which by 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 latest of:- 28.4.1 the expiry of a period of twelve termination (12howsoever arising) Months following termination or expiry of this Agreement; or 28.4.2 Contract. If the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) CUSTOMER terminates this Contract under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. 28.6 The provisions of Clauses 5, 8, 9, 10,16, 17, 18, 19, 21, 22, 24 and 25 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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 to10.8: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Agreement, the Provider shall continue to fulfil its obligations under the Agreement until the date of expiry or termination of the Agreement or such other date as required under this Clause 28. 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System 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. 28.3 Within thirty (30) Working Days of the date of termination or expiry of this Agreement and/or the Dynamic Purchasing System, the Provider shall return to LPP any data and Confidential Information belonging to LPP in the Provider's possession, power or control, either in its then current format or in a format nominated by LPP, together with all training manuals and other related documentation, and any other information and all copies thereof owned by LPP, 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 Agreement, or such period as is necessary for such compliance. 28.4 LPP shall be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. 28.6 The provisions of Clauses 5, 8, 9, 10,16, 17, 18, 19, 21, 22, 24 and 25 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:.

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Services not provided by the date of expiry or termination. Notwithstanding the service of a notice to terminate this AgreementContract, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Services until the date of expiry or termination of the Agreement this Contract or such other date as required under this Clause 28. 28.2 Termination 12 (or expiry Clause 11.12 as applicable) and the provisions of this Agreement and/or the Dynamic Purchasing System shall not cause any CallSchedule 2-Off Contracts to terminate automatically11(b). 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. 28.3 Within thirty ten (3010) Working Days of the date of expiry or termination or expiry of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any data and Confidential Information belonging to LPP the CUSTOMER in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months necessary to comply with its obligations under Clause 12.6. Subject always to the provisions of Clause 17 the SERVICE PROVIDER may retain one (1) copy of such documentation that it reasonably requires to support any advice, reports or opinions that the SERVICE PROVIDER may have provided to the CUSTOMER pursuant to this AgreementContract. Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Services not provided by the date of expiry or such termination. The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements set out in Schedule 2-11. The CUSTOMER shall for a period as is necessary for such compliance. 28.4 LPP shall of twelve (12) Months following expiry or termination of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the provisions of Schedule 2-11, if later) be entitled to require access to data or information arising from the provision of the Goods, Ordered Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. 28.6 SERVICE PROVIDER. The provisions of Clauses 51, 813, 914, 10,1615, 16, 17, 18, 19, 21, 2224, 24 27, 32, 33, 36and 40 and 25 the provisions of Schedule 2-1(b) and Schedule 2-11(b) shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive terminationContract. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 12.1 Notwithstanding the service of a notice to terminate this AgreementContract, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Services until the date of expiry or termination of the Agreement this Contract or such other date as required under this Clause 2812 and the provisions of Schedule 2-11. 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System 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. 28.3 12.2 Within thirty ten (3010) Working Days of the date of expiry or termination or expiry of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any data and Confidential Information belonging to LPP the CUSTOMER in the Provider's SERVICE PROVIDER‟s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, 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 Clause 12.5. Subject always to the provisions of Clause 17, the SERVICE PROVIDER may retain one (1) copy of such documentation that it reasonably requires to support any advice, reports or opinions that the SERVICE PROVIDER may have provided to the CUSTOMER pursuant to this Agreement, or such period as is necessary for such complianceContract. 28.4 LPP 12.3 Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Services not provided by the date of expiry or termination. 12.4 The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements set out in Schedule 2-11. 12.5 The CUSTOMER shall for a period of twelve (12) Months following expiry or termination of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the provisions of Schedule 2-11, if later) be entitled to require access to data or information arising from the provision of the Goods, Ordered Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expirySERVICE PROVIDER. 28.6 12.6 The provisions of Clauses 51, 813, 914, 10,1615, 16, 17, 18, 19, 21, 2223, 24 27, 30, 33 and 25 37 and the provisions of Schedule 2-1 and Schedule 2-11 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive terminationContract. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this AgreementContract, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Services until the date of expiry or termination of the Agreement this Contract or such other date as required under this Clause 28. 28.2 Termination or expiry 11 and the provisions of this Agreement and/or the Dynamic Purchasing System shall not cause any CallSchedule 2-Off Contracts to terminate automatically11. 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. 28.3 Within thirty ten (3010) Working Days of the date of expiry or termination or expiry of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall return to LPP the CUSTOMER any data and Confidential Information belonging to LPP the CUSTOMER in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, 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 Clause 11.5. Within ten (10) Working Days of the date of expiry or termination of this AgreementContract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Services not provided by the date of expiry or such termination. The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements set out in Schedule 2-11. The CUSTOMER shall for a period as is necessary for such compliance. 28.4 LPP shall of twelve (12) Months following expiry or termination of this Contract (or until the date on which the SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the provisions of Schedule 2-11, if later) be entitled to require access to data or information arising from the provision of the Goods, Ordered Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry. 28.6 SERVICE PROVIDER. The provisions of Clauses 51, 811, 912, 10,1613, 1714, 15, 16, 18, 1920, 2123, 2224.1, 24 26, 27, 29, 32 and 25 36 and the provisions of Schedule 2-1 and Schedule 2-11 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive terminationContract. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN:

CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 13.1 Notwithstanding the service of a notice to terminate this AgreementContract, the Provider SERVICE PROVIDER shall continue to fulfil its obligations under provide the Agreement Ordered Services until the date of expiry or termination of the Agreement this Contract or such other date as required under this Clause 2813. 28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System 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. 28.3 13.2 Within thirty ten (3010) Working Days of the date of termination or expiry of this Agreement and/or the Dynamic Purchasing SystemContract, the Provider SERVICE PROVIDER shall offer any partially completed Deliverables to the CUSTOMER and the CUSTOMER may either choose to accept receipt of, or decline to receive such partially completed Deliverables. In the event that the CUSTOMER accepts receipt of such partially completed Deliverables the CUSTOMER shall pay any reasonable Charges incurred in production of such partially completed deliverables. 13.3 Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to LPP the CUSTOMER any data and Confidential Information belonging to LPP the CUSTOMER in the Provider's SERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by LPPthe CUSTOMER (in which event the CUSTOMER 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 LPPthe CUSTOMER, 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 Agreement, or such period as is necessary for such complianceClause 13.5. 28.4 LPP 13.4 Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Services not provided by the date of expiry or termination. 13.5 The CUSTOMER shall for a period of twelve (12) Months following expiry or termination of this Contract be entitled to require access to data or information arising from the provision of the Goods, Ordered Services and/or Works (if applicable) from the Provider until the latest of:- 28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or 28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract 28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expirySERVICE PROVIDER. 28.6 13.6 The provisions of Clauses 51, 84, 914, 10,1615, 16, 17, 18, 19, 2120, 22, 24 26, 27, 30, 32 and 25 36 and the provisions of Schedule 2-1 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive terminationContract. 28.7 In the event of any termination of the Agreement whether under this Clause 28 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: 28.7.1 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. PART SEVEN: