Common use of CONSEQUENCES OF TERMINATION AND EXPIRY Clause in Contracts

CONSEQUENCES OF TERMINATION AND EXPIRY. 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 29. Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off 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 Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. 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, 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 10.1(Prevention of Bribery and Corruption), 10.1 (Conflicts of Interest), 12 (Safeguard Against Fraud), 13 (Call-Off Agreement Performance), 16 (Provision of Management Information), 17 (Management Charge), 18 (Records and Audit Access), 20 (Confidentiality), 22 (Official Secrets Acts) 23 (Data Protection), 24 (Freedom of Information) 29 (Consequences of Termination and Expiry), 30 (Liability), 31 (Insurance), 38 (Waiver and Cumulative), 34 (Rights of Third Parties) and 46 (Law and Jurisdiction), Framework Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information Requirements), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 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. 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 2926. Termination or expiry of this the Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off 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 Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreementtheir own terms. Within ten thirty (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 data and Confidential Information belonging to LONDON BOROUGH OF WALTHAM FOREST in the Supplier’s '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. 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 and/or Services by from the Supplier until the latest of: of:- the expiry of a period of twelve (12) Months following termination or expiry of this the Framework Agreement; or the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Goods and and/or Services under any Call-Off Agreement or Lease Agreement. 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. The provisions of Clauses 3 (Scope of Framework Agreement)5, 6 (Ordering Procedures)7, 8 (Warranties and Representations)8, 10.1(Prevention of Bribery and Corruption)9, 10.1 (Conflicts of Interest)10, 12 (Safeguard Against Fraud)13, 13 (Call-Off Agreement Performance)14, 16 (Provision of Management Information)17, 17 (Management Charge)18, 18 (Records and Audit Access)19, 20 (Confidentiality)20, 22 (Official Secrets Acts) 23 (Data Protection)21, 24 (Freedom of Information) 29 (Consequences of Termination and Expiry)22, 30 (Liability)23, 31 (Insurance), 38 (Waiver and Cumulative)33, 34 (Rights of Third Parties) and 46 (Law and Jurisdiction), Framework Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), Schedule 8 (Management Information Requirements), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 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 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. 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 2928. Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off 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 Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. If the Authority terminates the Framework Agreement under Clause 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 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 10.1(Prevention 9 (Prevention of Bribery and Corruption), 10.1 10 (Conflicts of Interest), 12 11 (Safeguard Against Fraud), 13 12 (Call-Off Agreement Performance), 16 15 (Provision of Management Information), 17 16 (Management Charge), 18 17 (Records and Audit Access), 20 19 (Confidentiality), 22 21 (Official Secrets Acts) 23 ), 22 (Data Protection), 24 23 (Freedom of Information) 29 ), 28 (Consequences of Termination and Expiry), 30 29 (Liability), 31 30 (Insurance), 38 (Waiver and Cumulative), 34 33 (Rights of Third Parties), 36 (Waiver and Cumulative Remedies) and 46 47 (Law and Jurisdiction), Framework Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 15 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. 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 29. Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off 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 Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. 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, 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 10.1(Prevention of Bribery and Corruption), 10.1 (Conflicts of Interest), 12 (Safeguard Against Fraud), 13 (Call-Off Agreement Performance), 16 (Provision of Management Information), 17 (Management Charge), 18 (Records and Audit Access), 20 (Confidentiality), 22 (Official Secrets Acts) 23 (Data Protection), 24 (Freedom of Information) 29 (Consequences of Termination and Expiry), 30 (Liability), 31 (Insurance), 38 (Waiver and Cumulative), 34 (Rights of Third Parties) and 46 (Law and Jurisdiction), Framework Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information Requirements), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 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. 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 2928. Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off 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 Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. Save for termination under Clauses 26.13, if the Authority terminates the Framework Agreement and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the cost of procuring, implementing and operating any alternative or replacement Services and no further payments (if any) shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. The provisions of Clauses 3 2.1 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 10.1(Prevention 9 (Prevention of Bribery and Corruption), 10.1 10 (Conflicts of Interest), 12 11 (Safeguard Against Fraud), 13 12 (Call-Off Agreement Performance), 16 15 (Provision of Management Information), 17 16 (Management Charge), 18 17 (Records and Audit Access), 20 19 (Confidentiality), 22 21 (Official Secrets Acts) 23 ), 22 (Data Protection), 24 23 (Freedom of Information) 29 ), 28 (Consequences of Termination and Expiry), 30 29 (Liability), 31 29.1 (Insurance), 38 (Waiver and Cumulative), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 46 47 (Law and Jurisdiction), Framework Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 4 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 15 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. 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 29. 23.. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Agreements and/or Lease Agreements Agreement shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Agreement and/or Lease Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Call Off Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. If the Authority terminates the Framework Agreement under Clause 21.1. (Termination for Cause by the Authority) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. 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 6. (Ordering ProceduresWarranties, Representations and Undertakings), 8 7. (Warranties and Representations), 10.1(Prevention Prevention of Bribery and Corruption), 10.1 10. (Conflicts of Interest), 12 (Safeguard Against Fraud), 13 (Call-Call Off Agreement Performance), 16 12. (Provision of Management Information), 17 (Management Charge), 18 13. (Records and Audit Access), 20 14. (Confidentiality), 22 15. (Official Secrets Acts) 23 Transparency), 16. (Compliance with Applicable Law), 17. (Data Protection), 24 18. (Freedom of Information) 29 ), 23. (Consequences of Termination and Expiry), 30 (Liability), 31 (Insurance), 38 (Waiver and Cumulative), 34 26. (Rights of Third Parties) ), 27. (Severability), 28. (Waiver and 46 Cumulative Remedies), 31. (Entire Agreement), 32. (Intellectual Property Rights and Indemnity), 33. (Complaints Handling and Resolution), 35. (Dispute Resolution), 36. (Law and Jurisdiction), 38. (Management Charge), 39. (Liability), 40. (Insurance), 41. (Notices) and 43. (Financial Distress); and Framework Schedules 1 (Goods Services and ServicesKey Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Annual Self Audit Certificate), [11 (Guarantee), ,] 12 (Commercially Sensitive Information), 13 (Standards), 15 (Framework Management), and14 (Insurance Requirements) 15 (Financial Distress), 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. 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 2927. Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Off Agreement and/or Lease Agreement and the Supplier shall continue to pay any Authority Management Charges due to the Authority in relation to such Call-Off Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. If the Authority terminates the Framework Agreement under Clause 25.1 (Termination for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Supplier shall indemnify the Authority 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 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. 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 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. 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 Procedures), 8 (Warranties and Representations), 10.1(Prevention of Bribery and Corruption), 10.1 (Conflicts of Interest), 12 (Safeguard Against Fraud), 13 11 (Call-Off Agreement Performance), 16 14 (Provision of Management Information), 17 15 (Authority Management Charge), 18 16 (Records and Audit Access), 20 18 (Confidentiality), 22 20 (Official Secrets Acts) 23 ), 21 (Data Protection), 24 22 (Freedom of Information) 29 ), 27 (Consequences of Termination and Expiry), 30 28 (Liability), 31 29 (Insurance), 38 (Waiver and Cumulative), 34 33 (Rights of Third Parties), 35 (Severability), 36 (Waiver and Cumulative Remedies), 39 (Entire Agreement), 41 (Intellectual Property Rights and Indemnities) and 46 (Law and Jurisdiction), ; and Framework Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 15 ) 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. 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 2928. Termination or expiry of this If the Authority terminates the Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For under Clause 26.8, and then makes other arrangements for the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms provision of the Call-Off Agreement and/or Lease Agreement and the Supplier shall continue to pay any Management Charges due to Services, the Authority in relation shall be entitled to recover from the 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 Call-Off Agreements and/or Lease Agreements, notwithstanding a default. Where the termination or expiry Framework Agreement is terminated under 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of this Framework Agreementmaking those other arrangements. 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 Authority’s Confidential Information in the Supplier’s Service 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. The Authority shall be entitled to require access to data or information arising from the provision of the Goods and Services by the Supplier Service Provider until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or the expiry of a period of three six (36) Months following the date on which the Supplier Service Provider ceases to provide Ordered Goods and Contingent Labour Services under any Call-Off 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. The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 10.1(Prevention 9 (Prevention of Bribery and Corruption), 10.1 10 (Conflicts of Interest), 12 11 (Safeguard Against Fraud), 13 12 (Call-Off Agreement Performance), 16 15 (Provision of Management Information), 17 16 (Management Charge), 18 17 (Records and Audit Access), 20 19 (Confidentiality), 22 21 (Official Secrets Acts) 23 ), 22 (Data Protection), 24 23 (Freedom of Information) 29 ), 28 (Consequences of Termination and Expiry), 30 29 (Liability), 31 30 (Insurance), 38 (Waiver and Cumulative), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 46 51 (Law and Jurisdiction), Framework Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 15 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. 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. 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 Framework AgreementContract, the Supplier SERVICE PROVIDER shall continue to fulfil its obligations under this Framework Agreement provide the Ordered Services until the date of expiry or termination of this Framework Agreement Contract or such other date as required under this Clause 29. Termination 12 (or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Agreement and/or Lease Agreement Clause 11.12 as applicable) and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Callprovisions of Schedule 2-Off Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement11(b). Within ten (10) Working Days of the date of expiry or termination or expiry of this Framework AgreementContract, the Supplier SERVICE PROVIDER shall return to the Authority CUSTOMER any Authority data and Confidential Information belonging to the CUSTOMER in the SupplierSERVICE PROVIDER’s possession, power or control, either in its then current format or in a format nominated by the AuthorityCUSTOMER (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 the AuthorityCUSTOMER, 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 Framework Agreement Contract. Within ten (10) Working Days of the date of expiry or under termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any Law, sums prepaid in respect of Ordered Services not provided by the date of expiry or such other period as is reasonably necessary for such compliancetermination. The Authority 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 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 Ordered Services from the Goods and Services by the Supplier until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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 expirySERVICE PROVIDER. The provisions of Clauses 3 (Scope 1, 13, 14, 15, 16, 17, 19, 21, 24, 27, 32, 33, 36and 40 and the provisions of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 10.1(Prevention of Bribery and Corruption), 10.1 (Conflicts of Interest), 12 (Safeguard Against Fraud), 13 (CallSchedule 2-Off Agreement Performance), 16 (Provision of Management Information), 17 (Management Charge), 18 (Records and Audit Access), 20 (Confidentiality), 22 (Official Secrets Acts) 23 (Data Protection), 24 (Freedom of Information) 29 (Consequences of Termination and Expiry), 30 (Liability), 31 (Insurance), 38 (Waiver and Cumulative), 34 (Rights of Third Parties1(b) and 46 (Law and Jurisdiction), Framework Schedules 1 (Goods and Services), 2 (SubSchedule 2-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information Requirements), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 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 11(b) shall survive the termination or expiry of this Framework AgreementContract.

CONSEQUENCES OF TERMINATION AND EXPIRY. 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 29CONSEQUENCES OF TERMINATION AND EXPIRY (Consequences of Termination and Expiry). Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Agreement and/or Lease Agreement Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Agreements and/or Lease AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. If the Authority terminates the Framework Agreement under Clause 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. 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 Agreement or Lease AgreementContract. 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. 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), 10.1(Prevention PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption), 10.1 10 (Conflicts of Interest), 12 SAFEGUARD AGAINST FRAUD (Safeguard Against Fraud), 13 CALL-OFF CONTRACT PERFORMANCE (Call-Off Agreement Contract Performance), 16 PROVISION OF MANAGEMENT INFORMATION (Provision of Management Information), 17 MANAGEMENT CHARGE (Management Charge), 18 RECORDS AND AUDIT ACCESS (Records and Audit Access), 20 CONFIDENTIALITY (Confidentiality), 22 OFFICIAL SECRETS ACTS (Official Secrets Acts) 23 ), DATA PROTECTION (Data Protection), 24 FREEDOM OF INFORMATION (Freedom of Information) 29 ), CONSEQUENCES OF TERMINATION AND EXPIRY (Consequences of Termination and Expiry), 30 29 (Liability), 31 INSURANCE (Insurance), 38 (Waiver and Cumulative), 34 RIGHTS OF THIRD PARTIES (Rights of Third Parties), WAIVER AND CUMULATIVE REMEDIES (Waiver and Cumulative Remedies) and 46 47 (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 Information RequirementsInformation), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 15 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. 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 2927. Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Off Agreement and/or Lease Agreement and the Supplier shall continue to pay any Authority Management Charges due to the Authority in relation to such Call-Off Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. If the Authority terminates the Framework Agreement under Clause 25.1 (Termination for Cause by the Authority) and then makes other arrangements for the provision of the Services, the Supplier shall indemnify the Authority 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 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. 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 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. 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 Procedures), 8 (Warranties and Representations), 10.1(Prevention of Bribery and Corruption), 10.1 (Conflicts of Interest), 12 (Safeguard Against Fraud), 13 11 (Call-Off Agreement Performance), 16 14 (Provision of Management Information), 17 15 (Authority Management Charge), 18 16 (Records and Audit Access), 20 18 (Confidentiality), 22 20 (Official Secrets Acts) 23 ), 21 (Data Protection), 24 22 (Freedom of Information) 29 ), 27 (Consequences of Termination and Expiry), 30 28 (Liability), 31 29 (Insurance), 38 (Waiver and Cumulative), 34 32 (Rights of Third Parties), 35 (Severability), 35 (Waiver and Cumulative Remedies), 39 (Entire Agreement), 41 (Intellectual Property Rights and Indemnities) and 46 (Law and Jurisdiction), ; and Framework Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 15 ) 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. 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 2924. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Agreements and/or Lease Agreements Agreement shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Agreement and/or Lease Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Call Off Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. If the Authority terminates the Framework Agreement under Clause 22.1 (Termination for Cause by the Authority) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. 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 7 (Warranties and Representations), 10.1(Prevention Prevention of Bribery and Corruption), 10.1 10 (Conflicts of Interest), 12 (Safeguard Against Fraud), 13 (Call-Call Off Agreement Performance), 16 12 (Provision of Management Information), 17 (Management Charge), 18 13 (Records and Audit Access), 20 15 (Confidentiality), 22 16 (Official Secrets Acts) 23 Transparency), 17 (Compliance with Applicable Law), 18 (Data Protection), 24 19 (Freedom of Information) 29 ), 24 (Consequences of Termination and Expiry), 30 (Liability), 31 (Insurance), 38 (Waiver and Cumulative), 34 27 (Rights of Third Parties) ), 28 (Severability), 29 (Waiver and 46 Cumulative Remedies), 32 (Entire Agreement), 33 (Intellectual Property Rights and 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 Schedules 1 (Goods Services and ServicesKey Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Annual Self Audit Certificate), [11 (Guarantee), ,] 12 (Commercially Sensitive Information), 13 (Standards), 15 (Framework Management), and14 (Insurance Requirements) 15 (Financial Distress), 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. 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 29. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Agreements and/or Lease Agreements Contracts to terminate automatically. For the avoidance of doubt, all Call-Call Off Agreements and/or Lease Agreements Contract shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Agreement and/or Lease Agreement Contract and the Supplier shall continue to pay any Management Charges Charge due to the Authority in relation to such Call-Call Off Agreements and/or Lease AgreementsContracts, notwithstanding the termination or expiry of this Framework Agreement. If the Authority terminates the Framework Agreement under Clause (Termination for Cause by the Authority) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. 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), 10.1(Prevention Prevention of Bribery and Corruption), 10.1 (Conflicts of Interest), 12 (Safeguard Against Fraud), 13 (Call-Framework Agreement and Call Off Agreement Contract Performance), 16 (Provision of Management Information), 17 (Management Charge), 18 (Records and Audit Access), 20 (Confidentiality), 22 (Official Secrets Acts) 23 Transparency), (Compliance with Applicable Law), (Data Protection), 24 (Freedom of Information) 29 ), (Consequences of Termination and Expiry), 30 (Liability), 31 (Insurance), 38 (Waiver and Cumulative), 34 (Rights of Third Parties) ), (Severability), (Waiver and 46 Cumulative Remedies), (Entire Agreement), (Intellectual Property Rights and Indemnity), (Complaints Handling and Resolution), (Dispute Resolution), (Law and Jurisdiction), (Management Charge), (Liability), (Insurance), (Notices),and (Financial Distress); and Framework Schedules 1 (Goods Services and ServicesKey Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Annual Self Audit Certificate), [11 (Guarantee)], 12 (Commercially Sensitive Information), 13 (Standards), 15 (Framework Management), and14 (Insurance Requirements), 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. 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 2930, and in particular:. Termination termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For , for the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Agreement and/or Lease Agreement Agreement, and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. 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 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. ] The Authority shall be entitled to require access to data or information arising from the provision of the Goods and Available Services by the Supplier until the latest of: the expiry of a period of twelve ([12) ] Months following termination or expiry of this Framework Agreement; 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 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. The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 10.1(Prevention 9 (Corrupt Gifts and Payment of Bribery and CorruptionCommission), 10.1 10 (Conflicts of Interest), 12 11 (Safeguard Against Fraud), 13 12 (Call-Off Agreement Performance), 16 15 (Provision of Management Information), 17 (Management ChargeExit Provisions), 18 (Records and Audit Access), 20 21 (Confidentiality), 22 23 (Official Secrets Acts) 23 24 (Data Protection), 24 25 (Freedom of Information) 29 30 (Consequences of Termination and Expiry), 30 31 (Liability), 31 32 (Insurance), 38 39 (Waiver and Cumulative), 34 (Rights of Third PartiesCumulative Remedies) and 46 (Law and Jurisdiction), Framework Schedules 1 (Goods and 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 Information Requirements), 9 (Self Audit Certificate), 11 10 (Guarantee), Key Performance Indicators) and 12 (Commercially Sensitive Information), 13 (Standards), 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. 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 2925. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Agreements and/or Lease Agreements Agreement shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Agreement and/or Lease Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Call Off Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. If the Authority terminates the Framework Agreement under Clause 23.1 (Termination for Cause by the Authority) and then makes other arrangements for the supply of the Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement services to the Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority 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 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). 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 Goods and Outgoing Services by the Outgoing Supplier until and the latest of: provision of the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or Services by 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 Agreement or Lease AgreementSupplier. 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. 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 7 (Warranties and Representations), 10.1(Prevention Prevention of Bribery and Corruption), 10.1 11 (Conflicts of Interest), 12 (Safeguard Against Fraud), 13 (Call-Framework Agreement and Call Off Agreement Performance), 16 13 (Provision of Management Information), 17 (Management Charge), 18 14 (Records and Audit Access), 20 16 (Confidentiality), 22 17 (Official Secrets Acts) 23 Transparency), 18 (Compliance with Applicable Law), 19 (Data Protection), 24 20 (Freedom of Information) 29 ), 25 (Consequences of Termination and Expiry), 30 (Liability), 31 (Insurance), 38 (Waiver and Cumulative), 34 28 (Rights of Third Parties) ), 29 (Severability), 30 (Waiver and 46 Cumulative Remedies), 33 (Entire Agreement), 34 (Intellectual Property Rights and 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 Schedules 1 (Goods Services and ServicesKey Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Annual Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (StandardsFramework Management), 14 (Insurance Requirements), 15 (Framework ManagementStaff 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. 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 2928. Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off 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 Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. If the Authority terminates the Framework Agreement under Clause 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 26.8 no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 10.1(Prevention 9 (Prevention of Bribery and Corruption), 10.1 10 (Conflicts of Interest), 12 11 (Safeguard Against Fraud), 13 12 (Call-Off Agreement Performance), 16 15 (Provision of Management Information), 17 16 (Management Charge), 18 17 (Records and Audit Access), 20 19 (Confidentiality), 22 21 (Official Secrets Acts) 23 ), 22 (Data Protection), 24 23 (Freedom of Information) 29 ), 28 (Consequences of Termination and Expiry), 30 29 (Liability), 31 30 (Insurance), 38 (Waiver and Cumulative), 34 33 (Rights of Third Parties), 36 (Waiver and Cumulative) and 46 45 (Law and Jurisdiction), Framework Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information Requirements), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 15 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. 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 2925. Termination or expiry of this Framework Agreement shall not cause any Call-Call Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Call Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms provisions of the Call-Call Off Agreement and/or Lease Agreement and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Call Off Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. If the Authority terminates the Framework Agreement under Clause 23.1 (Termination for Cause by the Authority) and then makes other arrangements for the supply of the Goods and/or Services to Contracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing and operating any alternative or replacement goods and/or services to the Goods and/or Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. 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), 10.1(Prevention Prevention of Bribery and Corruption), 10.1 9 (Conflicts of Interest), 12 10 (Safeguard Safeguarding Against Fraud), 13 11 (Call-Call Off Agreement Performance), 16 12 (Non-discrimination), 13 (Provision of Management Information), 17 14 (Management Charge), 18 15 (Records and Audit Access), 20 16 (Confidentiality), 22 17 (Official Secrets Acts) 23 Transparency), 18 (Applicable Laws), 19 (Data Protection), 24 20 (Freedom of Information) 29 ), 23 (Termination), 25 (Consequences of Termination and Expiry), 30 26 (Liability), 31 27 (Insurance), 38 (Waiver and Cumulative), 34 31 (Rights of Third Parties), 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 46 43 (Law and Jurisdiction), ; and Framework Schedules 1 (Goods and/or Services and ServicesKey Performance Indicators), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Self Audit Certificate), 11 (Guarantee), and 12 (Commercially Sensitive Information), 13 (Standards), 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. 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 2928. Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements and/or Lease Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements and/or Lease Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off 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 Agreements and/or Lease Agreements, notwithstanding the termination or expiry of this Framework Agreement. Save for termination under Clauses 26.13, if the Authority terminates the Framework Agreement and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the cost of procuring, implementing and operating any alternative or replacement Services and no further payments (if any) shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 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 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. 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: the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; 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 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. The provisions of Clauses 3 2.1 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 10.1(Prevention 9 (Prevention of Bribery and Corruption), 10.1 10 (Conflicts of Interest), 12 11 (Safeguard Against Fraud), 13 12 (Call-Off Agreement Performance), 16 15 (Provision of Management Information), 17 16 (Management Charge), 18 17 (Records and Audit Access), 20 19 (Confidentiality), 22 21 (Official Secrets Acts) 23 ), 22 (Data Protection), 24 23 (Freedom of Information) 29 ), 28 (Consequences of Termination and Expiry), 30 29 (Liability), 31 (Insurance30(Insurance), 38 (Waiver and Cumulative)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 46 47 (Law and Jurisdiction), Framework Schedules 1 (Goods and Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 4 (Ordering Procedure), 7 (Value for Money), 8 (Management Information RequirementsInformation), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 15 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.