Common use of Consequences of termination or expiry Clause in Contracts

Consequences of termination or expiry. 27.1 Notwithstanding the provisions of Clause 23, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tender. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require. 27.2 The termination or expiry of the Contract shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 Upon expiry or termination of the Contract (howsoever caused): 27.3.1 the Service Provider shall, at no further cost to the Authority: 27.3.1.1 take all such steps as shall be necessary to agree with the Authority a plan for the orderly handover of Services to the Authority (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and 27.3.1.2 on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks. 27.3.2 the Authority shall (subject to Clauses 17, 27.1 and 27.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 or otherwise reasonably determined by the Authority. 27.4 On termination of the Contract under Clause 26.1 or a cessation of any Services under Clause 26.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.1), the Authority may enter into any agreement with any third party or parties as the Authority thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority in having such services carried out and all other costs and damages reasonably incurred by the Authority in consequence of such termination. The Authority may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt.

Consequences of termination or expiry. 27.1 37.1 Notwithstanding the provisions of Clause 2333, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tendertender (whether for purposes related to Transfer Regulations or otherwise). The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may reasonably require. 27.2 37.2 The termination or expiry of the Contract this Agreement shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 37.3 Upon expiry or termination of the this Agreement or a Contract (howsoever caused): 27.3.1 37.3.1 the Service Provider shall, at no further cost to the AuthorityAuthority or the Client: 27.3.1.1 37.3.1.1 implement and comply with the Exit Strategy and take all such steps as shall be necessary to agree with the Authority a plan for implement the orderly handover of the Services to the Authority (Client or its nominee)a replacement service provider, such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and, which shall include an obligation to promptly provide a copy of all relevant records in whatever format the Client or a replacement service provider may reasonably require and any information the Client or a replacement service provider may require for purposes related to the Transfer Regulations or otherwise; 27.3.1.2 37.3.1.2 on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks.; and 27.3.2 37.3.1.3 promptly deliver up to the Authority Client all documents and records relating to or otherwise in connection with the Contract and all Assignments including a copy of all relevant records in whatever format the Client may reasonably require and all property and materials supplied by or on behalf of the Client, including any Confidential Information and Intellectual Property Rights of the Client; 37.3.2 with effect from the date of termination, and until such time as the Exit Strategy has been completed, the Service Provider agrees to continue the provision of the Services to the Client as the Client may require in accordance with the terms and conditions of this Agreement or a Contract, except that it will be entitled to be paid for such Services and all other actions necessary to implement this Clause at the Charges that were in force on or immediately prior to termination or, where the Charges do not apply to such Services, at such other charges as pre-agreed with the Client. Such charges will be payable by the Client within thirty (30) Business Days of the Client receiving an invoice therefore containing a break-down of the employees, charging rates and their costs incurred in connection with this Clause; 37.3.3 the Client shall (subject to Clauses 17, 27.1 37.3.4 and 27.4 37.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the this Agreement and a Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 6 or otherwise reasonably determined by the AuthorityClient; and 37.3.4 the Authority or the Client shall not be liable to the Service Provider for any loss of profit, loss of contract or any other losses and/or expenses of whatsoever nature arising out of or in connection with any expiry or termination or as a result of a reduction of Services under Clause 36.6. 27.4 37.4 On termination of the this Agreement or a Contract under Clause 26.1 36.2 or a cessation of any Services under Clause 26.4 36.6 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority or the Client to terminate under Clause 26.136.2), the Authority or the Client may enter into any agreement with any third party or parties as the Authority or the Client thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority or the Client in having such services carried out and all other costs and damages reasonably incurred by the Authority or the Client in consequence of such termination. The Authority or the Client may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt. 37.5 Subject to clause 37.6, upon the expiry of the Agreement: 37.5.1 if the Service Provider is not reappointed by the Authority, the Service Provider will: (i) inform its Temporary Workers that it is no longer the preferred supplier of the Authority; and (ii) provide its Temporary Workers with a list, provided by the Authority to the Service Provider, of agencies who are the preferred suppliers to the Authority under a new agreement; or 37.5.2 if the Service Provider is reappointed by the Authority as a preferred supplier, the Service Provider will enter into a new agreement with the Authority in accordance with the terms of a standard form agreement for preferred suppliers of the Services; and 37.6 Subject always to any provision for notice periods (or any other statutory time period) contained in the applicable law, including but not limited to the Employment Agencies Act, the Service Provider will: 37.6.1 accept or agree to the transfer of Temporary Workers to or from its organisation, as applicable, without passing on any charge to the Authority; and 37.6.2 assist the Authority, the Client and any replacement service provider in respect of the handover of the Services including complying with the Authority’s instructions with regard to all aspects of the handover including Authority timescales.

Consequences of termination or expiry. 27.1 29.1 Notwithstanding the provisions of Clause 2325, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tender. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require. 27.2 29.2 The termination or expiry of the Contract this Agreement shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 29.3 Upon expiry or termination of the this Agreement or relevant Call-Off Contract (howsoever caused): 27.3.1 29.3.1 the Service Provider shall, at no further cost to the Authority: 27.3.1.1 take all such steps as shall be necessary to agree with the Authority a plan for the orderly handover of Services to the Authority (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and 27.3.1.2 29.3.1.1 on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks. 27.3.2 29.3.2 the Authority shall (subject to Clauses 1719, 27.1 29.1 and 27.4 29.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the relevant Call-Off Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 the rules set out in the Call-Off Contract or otherwise reasonably determined by the Authority. 27.4 29.4 On termination of the this Agreement and any relevant Call-Off Contract under Clause 26.1 28.1 or a cessation of any Services under Clause 26.4 28.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.128.1), the Authority may enter into any agreement with any third party or parties as the Authority thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority in having such services carried out and all other costs and damages reasonably incurred by the Authority in consequence of such termination. The Authority may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt.

Consequences of termination or expiry. 27.1 ‌ 29.1 Notwithstanding the provisions of Clause 2325, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tender. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require. 27.2 29.2 The termination or expiry of the Contract this Agreement shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 29.3 Upon expiry or termination of the this Agreement or relevant Call-Off Contract (howsoever caused): 27.3.1 29.3.1 the Service Provider shall, at no further cost to the Authority: 27.3.1.1 take all such steps as shall be necessary to agree with the Authority a plan for the orderly handover of Services to the Authority (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and 27.3.1.2 29.3.1.1 on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks. 27.3.2 29.3.2 the Authority shall (subject to Clauses 1719, 27.1 29.1 and 27.4 29.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the relevant Call-Off Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 the rules set out in the Call-Off Contract or otherwise reasonably determined by the Authority. 27.4 29.4 On termination of the this Agreement and any relevant Call-Off Contract under Clause 26.1 28.1 or a cessation of any Services under Clause 26.4 28.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.128.1), the Authority may enter into any agreement with any third party or parties as the Authority thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority in having such services carried out and all other costs and damages reasonably incurred by the Authority in consequence of such termination. The Authority may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt.

Consequences of termination or expiry. 27.1 30.1 Notwithstanding the provisions of Clause 2326, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tendertender and shall also comply with all requirements as are set out at Schedule 9. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require. 27.2 30.2 The termination or expiry of the Contract this Agreement shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 30.3 Upon expiry or termination of the this Agreement or relevant Call-Off Contract (howsoever caused): 27.3.1 30.3.1 the Service Provider shall, at no further cost to the Authority: 27.3.1.1 30.3.1.1 take all such steps as shall be necessary to agree with the Authority a plan for the orderly handover of Services to the Authority (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and 27.3.1.2 30.3.1.2 on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks. 27.3.2 30.3.2 the Authority shall (subject to Clauses 1720, 27.1 30.1 and 27.4 30.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the relevant Call-Off Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 the rules set out in the Call-Off Contract or otherwise reasonably determined by the Authority. 27.4 30.4 On termination of the this Agreement and any relevant Call-Off Contract under Clause 26.1 29.1 or a cessation of any Services under Clause 26.4 29.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.129.1), the Authority may enter into any agreement with any third party or parties as the Authority thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority in having such services carried out and all other costs and damages reasonably incurred by the Authority in consequence of such termination. The Authority may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt.

Consequences of termination or expiry. 27.1 35.1 Notwithstanding the provisions of Clause 2330, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tendertender (whether for purposes related to Transfer Regulations or otherwise). The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may reasonably require. 27.2 35.2 The termination or expiry of the Contract shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 35.3 Upon expiry or termination of the Contract (howsoever caused): 27.3.1 35.3.1 the Service Provider shall, at no further cost to the Authority: 27.3.1.1 35.3.1.1 implement and comply with the Exit Strategy and take all such steps as shall be necessary to agree with the Authority a plan for implement the orderly handover of the Services to the Authority (or its nominee)a replacement service provider, such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and, which shall include an obligation to promptly provide a copy of all relevant records in whatever format the Authority or a replacement service provider may reasonably require and any information the Authority or a replacement service provider may require for purposes related to the Transfer Regulations or otherwise; 27.3.1.2 35.3.1.2 on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks.; and 27.3.2 35.3.1.3 promptly deliver up to the Authority all documents and records relating to or otherwise in connection with the Contract and all Assignments including a copy of all relevant records in whatever format the Authority may reasonably require and all property and materials supplied by or on behalf of the Authority, including any Confidential Information and Intellectual Property Rights of the Authority or the TfL Group; 35.3.2 with effect from the date of termination of the Contract, and until such time as the Exit Strategy has been completed, the Service Provider agrees to continue the provision of the Services to the Authority as the Authority may require in accordance with the terms and conditions of the Contract, except that it will be entitled to be paid for such Services and all other actions necessary to implement this Clause at the Charges that were in force on or immediately prior to termination or, where the Charges do not apply to such Services, at such other charges as pre-agreed with the Authority. Such charges will be payable by the Authority within thirty (30) Business Days of the Authority receiving an invoice therefore containing a break-down of the employees, charging rates and their costs incurred in connection with this Clause; 35.3.3 the Authority shall (subject to Clauses 1724, 27.1 35.3.4 and 27.4 34.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 6 or otherwise reasonably determined by the Authority; and 35.3.4 the Authority shall not be liable to the Service Provider for any loss of profit, loss of contract or any other losses and/or expenses of whatsoever nature arising out of or in connection with any expiry or termination or as a result of a reduction of Services under Clause 34.6. 27.4 35.4 On termination of the Contract under Clause 26.1 34.2 or a cessation of any Services under Clause 26.4 34.6 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.134.2), the Authority may enter into any agreement with any third party or parties as the Authority thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority in having such services carried out and all other costs and damages reasonably incurred by the Authority in consequence of such termination. The Authority may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt. 35.5 Subject to Clause 34.6, upon the expiry of the Contract: 35.5.1 if the Service Provider is not reappointed by the Authority, the Service Provider will: (i) inform its Temporary Workers that it is no longer the preferred supplier of the Authority; and (ii) provide its Temporary Workers with a list, provided by the Authority to the Service Provider, of agencies who are the preferred suppliers to the Authority under a new agreement; or 35.5.2 if the Service Provider is reappointed by the Authority as a preferred supplier, the Service Provider will enter into a new agreement with the Authority in accordance with the terms of a standard form agreement for preferred suppliers of the Services. 35.6 Subject always to any provision for notice periods (or any other statutory time period) contained in the applicable law, including but not limited to the Employment Agencies Act, the Service Provider will: 35.6.1 accept or agree to the transfer of Temporary Workers to or from its organisation, as applicable, without passing on any charge to the Authority; and 35.6.2 assist the Authority, the Client and any replacement service provider in respect of the handover of the Services including complying with the Authority’s instructions with regard to all aspects of the handover including Authority timescales.

Consequences of termination or expiry. 27.1 29.1 Notwithstanding the provisions of Clause 2325, wherever the Authority TfL chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority TfL may reasonably require for the purposes of such tender. The tender provided that nothing in this clause shall require the Service Provider to disclose any of the Service Provider’s Confidential Information unless such Confidential Information is required to be disclosed by TfL by law and as a pre-condition to disclosure pursuant to this clause, the Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require. 27.2 29.2 The termination or expiry of the Contract this Agreement shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 29.3 Upon expiry or termination of the this Agreement or relevant Call-Off Contract (howsoever caused): 27.3.1 29.3.1 the Service Provider shall, at no further cost to the AuthorityTfL: 27.3.1.1 take all such steps as shall be necessary to agree with the Authority a plan for the orderly handover of Services to the Authority (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and 27.3.1.2 29.3.1.1 on receipt of the AuthorityTfL’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks. 27.3.2 the Authority 29.3.2 TfL shall (subject to Clauses 1719, 27.1 29.1 and 27.4 29.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the relevant Call-Off Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 or otherwise reasonably determined the rules set out in the Call-Off Contract. 29.4 In the event that this Agreement is terminated by the AuthorityService Provider pursuant to Clauses 28.1.1, 28.1.2, 28.1.3 or is terminated by TfL pursuant to Clause 28.4 the Termination Charges as set out in Schedule 6 shall be payable by TfL to the Service Provider. 27.4 On 29.5 Notwithstanding the provisions of clause 20.1, on termination of the this Agreement and any relevant Call-Off Contract under Clause 26.1 28.1 or a cessation of any Services under Clause 26.4 28.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority TfL to terminate under Clause 26.128.1), the Authority TfL may enter into any agreement with any third party or parties as the Authority TfL thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority TfL in having such services carried out and all other costs and damages reasonably incurred by the Authority TfL in consequence of such termination. The Authority TfL may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt.

Consequences of termination or expiry. 27.1 Notwithstanding the provisions of Clause 23, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tender. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require. 27.2 . The termination or expiry of the Contract shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 . Upon expiry or termination of the Contract (howsoever caused): 27.3.1 ): the Service Provider shall, at no further cost to the Authority: 27.3.1.1 : take all such steps as shall be necessary to agree with the Authority a plan for the orderly handover of Services to the Authority (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and 27.3.1.2 and on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks. 27.3.2 . the Authority shall (subject to Clauses 17, 27.1 and 27.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 or otherwise reasonably determined by the Authority. 27.4 . On termination of the Contract under Clause 26.1 or a cessation of any Services under Clause 26.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.1), the Authority may enter into any agreement with any third party or parties as the Authority thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority in having such services carried out and all other costs and damages reasonably incurred by the Authority in consequence of such termination. The Authority may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt.

Consequences of termination or expiry. 27.1 28.1 Notwithstanding the provisions of Clause 2324, wherever the Authority TfL chooses to put out to tender for a replacement service provider Concessionaire some or all of the Services, the Service Provider Concessionaire shall disclose to tenderers such information concerning comply with the Services as the Authority may require for the purposes requirements of such tender. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require.Schedule 8.‌ 27.2 28.2 The termination or expiry of the Contract shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 28.3 Upon expiry or termination of the Contract (howsoever caused): 27.3.1 28.3.1 the Service Provider Concessionaire shall, at no further cost to the AuthorityTfL: 27.3.1.1 28.3.1.1 take all such steps as shall be necessary to agree with the Authority TfL a plan for the orderly handover of Services to the Authority TfL (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority TfL and to effect such handover; and 27.3.1.2 28.3.1.2 on receipt of the AuthorityTfL’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-disk- based information and the reformatting of all disks.disks provided that the Concessionaire shall not 27.3.2 the Authority 28.3.2 TfL shall (subject to Clauses 1718, 27.1 28.1 and 27.4 28.4 and the provisions of any security for due performance supplied by the Service ProviderConcessionaire) pay the Service Provider Concessionaire any Charges remaining due in relation to any Services properly performed in accordance with the Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 5 or otherwise reasonably determined by TfL. 28.4 Without prejudice to any other provision of this Contract and in addition to the Authorityprovisions of clause 28.3 if TfL terminates the Contract under clause 27.4 or exercises its right to require part only of the Services without cause then:‌ 28.4.1 TfL will reimburse to the Concessionaire any unamortised capital expenditure incurred by the Concessionaire which relates wholly to the provision of the Services and the performance of this Contract provided that the capital expenditure has been depreciated by the Concessionaire in accordance with the Concessionaire’s usual depreciation policy for such assets and provided that the Concessionaire has informed TfL upon request of the capital expenditure to which this clause relates and the depreciation policies being applied; and 28.4.2 TfL will from termination provide or procure the provision of the FORS scheme to its members and the Concessionaire will pay immediately upon termination to TfL the aggregate sum of subscriptions received from FORS members which relates to the period following termination. 27.4 28.5 Without prejudice to any other provision of this Contract and in addition to the provisions of Clause 28.3 if the Concessionaire terminates the Contract under Clause 27.6 then: 28.5.1 TfL will reimburse to the Concessionaire any unamortised capital expenditure incurred by the Concessionaire which relates wholly to the provision of the Services and the performance of this Contract provided that the capital expenditure has been depreciated by the Concessionaire in accordance with the Concessionaire’s usual depreciation policy for such assets and provided that the Concessionaire has informed TfL upon request of the capital expenditure to which this clause relates and the depreciation policies being applied; and 28.5.2 TfL will from termination provide or procure the provision of the FORS scheme to its members and the Concessionaire will pay immediately upon termination to TfL the aggregate sum of subscriptions received from FORS members which relates to the period following termination. 28.6 On termination of the Contract under Clause 26.1 or a cessation of any Services under Clause 26.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.1), the Authority TfL may enter into any agreement with any third party or parties as the Authority TfL thinks fit to provide any or all of the Services and (save as for where terminated under Clause 27.4) the Service Provider Concessionaire shall be liable for all additional expenditure reasonably incurred by the Authority TfL in having such services carried out and all other costs and damages reasonably incurred by the Authority TfL in consequence of such termination. The Authority TfL may deduct such costs from the Charges or otherwise recover such costs from the Service Provider Concessionaire as a debt.

Consequences of termination or expiry. 27.1 Notwithstanding the provisions of Clause 23, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tendertender and shall also comply with all requirements as are set out at Schedule 8. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require. 27.2 The termination or expiry of the Contract shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 Upon expiry or termination of the Contract (howsoever caused): 27.3.1 the Service Provider shall, at no further cost to the Authority: 27.3.1.1 take all such steps as shall be necessary to agree with the Authority a plan for the orderly handover of Services to the Authority (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and 27.3.1.2 on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks. 27.3.2 the Authority shall (subject to Clauses 17, 27.1 and 27.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 or otherwise reasonably determined by the Authority. 27.4 On termination of the Contract under Clause 26.1 all or a cessation of any Services under Clause 26.4 (but in the case part of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.1)Contract, the Authority may enter into any agreement with any third party or parties as the Authority thinks fit to provide any or all of the Services and (save where terminated under Clause 26.4) the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority in having such services carried out and all other costs and damages reasonably incurred by the Authority in consequence of such termination. The Authority may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt.