Common use of Consequences of Termination Clause in Contracts

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Call-Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.VAT

Consequences of Termination. 24.1 If 17.1 Upon termination of this agreement, however caused: (a) Tardis' consent to the Buyer contracts with another SupplierCustomer's possession of the Equipment shall terminate and Tardis may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and (b) without prejudice to any other rights or remedies of the Customer, the Supplier will comply Customer shall pay to Tardis on demand: i. all Rental Payments and other sums due but unpaid at the date of such demand together with Clause 29.any interest accrued pursuant to clause 5.9; 24.2 The rights ii. any costs and obligations of expenses incurred by Tardis in recovering the Parties Equipment and/or in respect of the Call-Off Contract collecting any sums due under this agreement (including any executed SOWs) will automatically terminate upon the expiry or storage, insurance, repair, transport, legal and remarketing costs). 17.2 Upon termination of this agreement pursuant to clause 15.1, any other repudiation of this agreement by the relevant Call-Off ContractCustomer which is accepted by Tardis or pursuant to clause 15.2, except those without prejudice to any other rights and obligations set out in clause 24.6. 24.3 At or remedies of Tardis, the Customer shall pay to Tardis on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Call-Off Contract period Rental Period, less: (howsoever arising), a) a discount for accelerated payment at the Supplier must: ● immediately return percentage rate set out in the Payment Schedule; and (b) Tardis' reasonable assessment of the market value of the Equipment on sale. 17.3 The sums payable pursuant to clause 17.2 shall be agreed compensation for Tardis' loss and shall be payable in addition to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer sums payable pursuant to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tearclause 16.2(b). ● immediately upload Such sums may be partly or wholly recovered from any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligenceDeposit. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 17.4 Termination or expiry of the Call-Off Contract will this agreement shall not affect: ● affect any rights, remedies remedies, obligations or obligations liabilities of the parties that have accrued under up to the Call-Off Contract prior to termination or expiration; ● the right date of either Party to recover any amount outstanding at the time of such termination or expiry; ● , including the continuing rights, remedies or obligations right to claim damages in respect of any breach of the Buyer agreement which existed at or before the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery date of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contractexpiry.

Consequences of Termination. 24.1 If 24.5.1 In the Buyer contracts with another Supplierevent of termination under any provision of this Contract, the Supplier will comply with Clause 29Contractor shall: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) if, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. 24.2 The rights (d) the Performance Bank Guarantee shall stand forfeited in full and obligations shall be absolutely at the disposal of the Parties in respect Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Call-Off Contract (including Contractor. The Corporation may, to the exclusion of any executed SOWs) will automatically terminate upon the expiry or termination right of the relevant Call-Off ContractContractor over the same, except those rights take over and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and use any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are Contractor’s Equipment owned by the Buyer; ○ any items that have been on-charged Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Buyer, Contractor that such as consumables; and ○ all equipment provided Contractor’s Equipment will be returned to the Supplier. This equipment must be handed back Contractor at or near the Site and shall return such Contractor’s Equipment to the Buyer Contractor in good working order (allowance will accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be made determined after completion of such Facilities/Works.  If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3 above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for reasonable wear and tear)such excess. ● immediately upload any items that are or were  If such excess is greater than the sums due to be uploaded the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the repository when Corporation, and if such excess is less than the Call-Off Contract was terminated (as specified sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor.  The Corporation and Contractor shall agree, in Clause 27); ● cease to use writing, on the Buyer Data and, at the direction of the Buyer, provide the Buyer computation described above and the replacement Supplier with a complete and uncorrupted version of the Buyer Data manner in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return which any sums prepaid for Services which have not been delivered to shall be paid and in case of any issue/dispute arising therein, the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must same shall be retained by the Party resolved as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued per dispute resolution mechanism under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off this Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Call-Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If 17.1. On termination of the Buyer contracts Agreement GW shall, not later than seven (7) days after Bayer’s request but at Bayer’s cost: (a) Bayer shall notify GW of the amount of the Products in its possession and Bayer shall be permitted to sell those amounts of the Products for a period of up to one hundred (180) days after termination provided that Bayer shall pay the payments thereon at the time provided herein; (b) each Party to return to the other Party all other documents provided to it, other than those documents provided as part of the Manufacturing Information if Bayer has assumed its rights to Manufacture under Clause 8.2.5; (c) ensure that all copies (save one (1) for the purposes of demonstrating compliance with another Supplierthis Agreement) of Confidential Information, know-how and/or any information of a technical nature relating to the Supplier will comply with Clause 29Products and the Manufacture of the Products or of a confidential nature and supplied by one Party to the other is returned or destroyed by GW at Bayer’s option or Bayer at GW’s option; and (d) Bayer shall pay all sums due to GW under any invoices provided by GW in respect of supply of the Products hereunder. 24.2 The 17.2. On termination of the Agreement Bayer shall, not later than seven (7) days after GW’s request return to GW all other documents provided to Bayer by GW; with the exception of any records required to be kept for the purposes of complying with GMP. 17.3. Termination of this Agreement or withdrawal of any of the Products from the Agreement shall be without prejudice to the continuation in force of Clauses 7 of this Agreement and Clauses 8 and 17 of the License and Distribution Agreement and any other obligations otherwise provided by this Agreement which have accrued. In addition, any other provision required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Furthermore, GW agrees to provide Bayer with all reasonable support with respect to any investigation reasonably required by Bayer or any Governmental Authority with respect to Manufacture of the Parties Products carried out prior to such termination or withdrawal even after such termination or withdrawal provided that GW’s reasonable costs in respect of providing such assistance shall be at Bayer’s cost unless the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out Agreement has been terminated by Bayer for a reason contained in clause 24.6Clause 17.2 above. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier17.4. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will this Agreement shall not affect: ● release either Party hereto from any rights, remedies liability or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding action which at the time of termination has already accrued to either Party hereto or which may thereafter accrue in respect of any act or omission prior to such termination or expiry; ● termination. Such rights shall include but not be limited to the continuing rights, remedies or obligations recovery of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contractmonies due hereunder.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or 15.1 Upon termination of the relevant Call-Off Contractthis agreement, except those rights and obligations set out in clause 24.6.however caused: 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arisinga) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇' consent to the Customer's possession of the Equipment shall terminate and Tardis may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and (b) without prejudice to any other rights or remedies of the Customer, the Customer shall pay to Tardis on demand: (i) all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 5.9; (ii) any costs and expenses incurred by ▇▇▇▇▇▇ ○ 35 - Waiver in recovering the Equipment and/or in collecting any sums due under this agreement (including any storage, insurance, repair, transport, legal and cumulative remedies ● remarketing costs). 15.2 Upon termination of this agreement pursuant to clause 14.1, any other provision repudiation of this agreement by the Customer which is accepted by Tardis or pursuant to clause 14.2, without prejudice to any other rights or remedies of Tardis, the Customer shall pay to Tardis on demand a sum equal to the whole of the Framework Agreement Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period, less: (a) a discount for accelerated payment at the percentage rate set out in the Payment Schedule; and (b) Tardis' reasonable assessment of the market value of the Equipment on sale. 15.3 The sums payable pursuant to clause 15.2 shall be agreed compensation for ▇▇▇▇▇▇' loss and shall be payable in addition to the sums payable pursuant to clause 15.1(b). Such sums may be partly or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination wholly recovered from any Deposit. 15.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the Call-Off Contractparties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If On termination of this Agreement: (a) The Distributor shall immediately pay to the Buyer contracts with another Supplier all of the Supplier’s outstanding unpaid invoices and interest; (b) Subject to Clause 14.2(e), all other rights and licences of the Distributor under this Agreement shall terminate; (c) Notwithstanding any other clause of this Agreement, the Supplier will comply with Clause 29. 24.2 and its Affiliates may cancel any Orders for Products placed by the Distributor before termination of this Agreement if delivery would fall due after termination, whether or not they have been accepted by the Supplier. The rights and obligations of Supplier shall have no liability to the Parties Distributor in respect of such cancelled Order(s); (d) The Supplier and its Affiliates shall have the Call-Off Contract (including option, at its sole discretion, to buy from the Distributor any executed SOWs) will automatically terminate upon the expiry or termination stocks of the relevant Call-Off ContractProducts in sellable condition at the same price the Distributor paid for them. To exercise this option, except those rights the Supplier and obligations set out in clause 24.6. 24.3 At its Affiliates shall give notice to the end Distributor within 60 days of the Call-Off Contract period notice of termination having been served, stating the quantities of Products it wishes to buy. The Distributor shall deliver such Products to the Supplier and its Affiliates within 60 days after the termination date of the Agreement, and the Supplier shall pay for the Products in full within 60 days of their delivery. The Distributor shall be responsible for the costs of packaging, insurance and carriage of the Products, unless otherwise agreed in writing between the Parties; (howsoever arisinge) If the Supplier and its Affiliates choose not to exercise its option to buy back stocks of the Products under Clause 14.2(d) or if the Supplier and its Affiliates purchase only part of the Distributor’s stocks of Products, the Distributor shall, at the Supplier’s sole discretion, either dispose or sell its remaining stocks of Products to the Supplier’s or its Affiliates’ new distributor; (f) If the Supplier and its Affiliates choose to buy back the stocks of Products under Clause 14.2(d), or when the Distributor has disposed of its remaining stocks of Products under Clause 14.2(e), the Supplier must: ● immediately Distributor shall at the Supplier’s or its Affiliates’ option promptly destroy or return all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers that relate to the Buyer: ○ all Buyer Data including all copies Supplier’s and its Affiliates business that the Distributor may have in its possession or under its control; (g) The Distributor shall provide a complete and accurate list of Buyer Software and any other software licensed by the Buyer its customers to the Supplier and its Affiliates within days 10 days to ensure it is able to provide warranty support services to end- consumers which may be required under the Call-Off ContractApplicable Law; ○ any and (h) The Distributor shall at its own cost return and procure that its retailers return, all merchandising and advertising materials created provided by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligenceits Affiliates within 10 days. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If 24.5.1 In the Buyer contracts with another Supplierevent of termination under any provision of this Contract, the Supplier will comply with Clause 29Contractor shall: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) if, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. 24.2 The rights (d) the Performance Bank Guarantee shall stand forfeited in full and obligations shall be absolutely at the disposal of the Parties in respect Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Call-Off Contract (including Contractor. The Corporation may, to the exclusion of any executed SOWs) will automatically terminate upon the expiry or termination right of the relevant Call-Off ContractContractor over the same, except those rights take over and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and use any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are Contractor’s Equipment owned by the Buyer; ○ any items that have been on-charged Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Buyer, Contractor that such as consumables; and ○ all equipment provided Contractor’s Equipment will be returned to the Supplier. This equipment must be handed back Contractor at or near the Site and shall return such Contractor’s Equipment to the Buyer Contractor in good working order (allowance will accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be made determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for reasonable wear and tear)such excess. ● immediately upload any items that are or were • If such excess is greater than the sums due to be uploaded the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the repository when Corporation, and if such excess is less than the Call-Off Contract was terminated (as specified sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in Clause 27); ● cease to use writing, on the Buyer Data and, at the direction of the Buyer, provide the Buyer computation described above and the replacement Supplier with a complete and uncorrupted version of the Buyer Data manner in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return which any sums prepaid for Services which have not been delivered to shall be paid and in case of any issue/dispute arising therein, the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must same shall be retained by the Party resolved as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued per dispute resolution mechanism under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off this Contract.

Consequences of Termination. 24.1 If 28.1 Upon termination of this Agreement by the Buyer contracts with another Authority under clauses 27.2 or 30.4 or by the Supplier under clause 27.2.4 the following shall apply: 28.1.1 where termination occurs after Delivery, the Authority's title in the Deliverables shall be unaffected by such termination; 28.1.2 all Authority Rights granted by this Agreement in respect of which the Authority has made payment shall accrue to the Authority; 28.1.3 subject as provided in clauses 11.4.10.4 and 15.4, the Authority shall have no obligation to pay to the Supplier such proportion of the Charges which have become due for payment at the date of termination as is referable to any exploitation of the Authority Rights which is prevented from taking place as a result of such termination, save where the Supplier terminates this Agreement the Authority shall pay to the Supplier all sums which have become due for payment as at the date of termination subject to the supply by the Supplier to the Authority of any Deliverables to which such sums relate; and 28.1.4 save in the case of termination under clauses 27.2.4 and 30.4 (and clauses 11.4.10.4 and 15.4 but only where not due to the Supplier's breach), all licenses granted by the Authority to the Supplier, shall automatically cease and the Supplier shall execute such documents and do all acts and things as may be necessary to effect such cancellation, including (without limitation), providing evidence to the Authority's reasonable satisfaction that the Supplier has ceased to exercise any rights relating to such licenses; 28.1.5 subject to the payment by the Authority of any Charges (or any relevant part thereof) validly arising and payable pursuant to the terms of this Agreement, the Supplier will comply shall within 30 days deliver to the Authority any Deliverables (or parts thereof) created by the Supplier pursuant to this Agreement as at the date of such termination and shall assign to the Authority, with Clause 29.full title guarantee and free from all third party rights, all Intellectual Property Rights and all other rights in such Deliverables; 24.2 The rights 28.1.6 subject always to clause 19 (Confidentiality), the Supplier acknowledges and obligations agrees that notwithstanding the termination of this Agreement the Parties in respect of Authority shall be free throughout the Call-Off Contract (including any executed SOWs) will automatically terminate upon Term and following the expiry or termination of this Agreement to commission the relevant Call-Off Contract, except those supply of services similar to the Services and the production of deliverables similar to Deliverables; and 28.1.7 the parties shall have no further obligations or rights and obligations set out in clause 24.6. 24.3 At under this Agreement after the end of the Call-Off Contract period Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Term ends save that clauses 7 (howsoever arisingQuality of Services), the 8.10 (Threatened Claims), 14 (Charging and Invoicing), 16 (Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software Warranties), 24 (Litigation and any other software licensed Regulatory), 15 (Exploitation by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlierAuthority), 16 (Supplier's Warranties), 17 (Liability), 18 (Intellectual Property Rights), 19 (Confidentiality), 20 (Data Protection), 21 (Freedom of Information), 23 (Audits), 26 (Anti-Bribery), 31 (Dispute Resolution) and provide written confirmation 32 (General) together with this clause 28 and those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at effect after the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwiseTerm. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If 24.5.1 In the Buyer contracts with another Supplierevent of termination under any provision of this Contract, the Supplier will comply with Clause 29Contractor shall: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) if, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. 24.2 The rights (d) the Performance Bank Guarantee shall stand forfeited in full and obligations shall be absolutely at the disposal of the Parties in respect Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Call-Off Contract (including Contractor. The Corporation may, to the exclusion of any executed SOWs) will automatically terminate upon the expiry or termination right of the relevant Call-Off ContractContractor over the same, except those rights take over and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and use any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are Contractor’s Equipment owned by the Buyer; ○ any items that have been on-charged Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Buyer, Contractor that such as consumables; and ○ all equipment provided Contractor’s Equipment will be returned to the Supplier. This equipment must be handed back Contractor at or near the Site and shall return such Contractor’s Equipment to the Buyer Contractor in good working order (allowance will accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be made determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3 above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for reasonable wear and tear)such excess. ● immediately upload any items that are or were • If such excess is greater than the sums due to be uploaded the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the repository when Corporation, and if such excess is less than the Call-Off Contract was terminated (as specified sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in Clause 27); ● cease to use writing, on the Buyer Data and, at the direction of the Buyer, provide the Buyer computation described above and the replacement Supplier with a complete and uncorrupted version of the Buyer Data manner in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return which any sums prepaid for Services which have not been delivered to shall be paid and in case of any issue/dispute arising therein, the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must same shall be retained by the Party resolved as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued per dispute resolution mechanism under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off this Contract.

Consequences of Termination. 24.1 If 13.1 On termination of this Agreement: (a) the Buyer contracts Customer shall immediately pay to GO Power on demand all sums then due and payable together with another Supplierany Accrued Charges due under this Agreement. The Customer shall indemnify GO Power in full, on demand, in respect of any costs, losses or expenses incurred by GO Power as a result of such termination or the De-energisation of any Supply Point; (b) the Customer shall, not take any further delivery of Energy from GO Power; (c) the Customer shall and shall procure that its employees and agents shall provide reasonable access to the Supply Address to Go Power or any of their agents, representatives in order to remove any property or equipment belonging to GO Power or GO Power’s agents and the Customer will be responsible for any associated costs of such action. (d) The Customer will provide closing meter reading from the Supply Point; 13.2 The Customer shall indemnify and pay to GO Power: 13.2.1 in full, on demand, all Charges due to GO Power as a result of De-energisation and any subsequent resumption of the supply (including any payments which GO Power is required to make to any Relevant System Operator). 13.2.2 in full and on demand the Charges for any Energy taken at the Supply Point calculated in accordance with Clause 8.2, 8.3 or 8.4 as the circumstances require; 13.3 During a Fixed Term if either (1) this Agreement is terminated prior to the Expiry Date or (2) the Customer vacates the Supply Address prior to the Expiry Date, the Supplier will comply Customer shall pay to GO Power: 13.3.1 the Early Cancellation Fee; and 13.3.2 any costs, expenses or loss incurred by GO Power in connection with any associated agreement with a broker, introducer, consultant , agent or other intermediary; and 13.3.3 the cost of cancelling any related energy trade that GO Power could not supply during the remainder of the fixed period and/or the loss of income that would otherwise have become due for the Energy that GO Power could not supply during the remainder of the fixed period; and 13.3.4 any other losses incurred by GO Power; and 13.3.5 any Charges for any Energy supplied to the Supply Point after the Expiry Date as calculated in accordance with Clause 29.8.3, until the earlier either: 24.2 The rights and obligations of (a) the Parties Supply Address is De-energised; or (b) the Supply Period Start Date for any subsequent new Agreement entered into in respect of the Call-Off Contract Supply Address 13.4 The following clauses shall continue in force: Clause 10 (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arisingConfidentiality), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies 11 (Limitation of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlierliability), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period Clause 13 (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - termination), Clause 17 (▇▇▇▇▇▇), Clause 19 (▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver ▇), Clause 14 (dispute resolution procedure), Clause 24 (Governing law and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination Jurisdiction). 13.5 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Call-Off ContractParties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver ▇▇▇▇▇▇ and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress Digital Outcomes and ensure an orderly transition of the Services to the replacement supplier; Specialists 4 Framework Agreement Call-Off Contract v2 ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/government/publications/digital-outcomes-and-specialists-4-call-off-contract ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If 11.1 Upon termination of this agreement, however caused: (a) Audioserv's consent to the Buyer contracts with another SupplierCustomer's possession of the Equipment shall terminate and Audioserv may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and (b) without prejudice to any other rights or remedies of the Customer, the Supplier will comply Customer shall pay to Audioserv on demand: (i) all Rental Payments and other sums due but unpaid at the date of such demand together with Clause 29.any interest accrued pursuant to clause 4.5; 24.2 The rights (ii) any costs and obligations of expenses incurred by Audioserv in recovering the Parties Equipment and/or in respect of the Call-Off Contract collecting any sums due under this agreement (including any executed SOWsstorage, insurance, repair, transport, legal and remarketing costs). (iii) will automatically terminate upon all Rental Payments which would have otherwise fallen due under this agreement, but for termination and subject to Clause 11.1(c). (c) In the expiry or termination event that the Customer cancels the contract, then the Customer shall pay a Cancellation Payment as calculated below: (i) If the contract is cancelled more than 30 days prior to commencement of the relevant Call-Off Contracthire period, except those rights and obligations set out in clause 24.6there will not be a Cancellation Payment; (ii) If the contract is cancelled less than 30 days, but more than 14 days, prior to commencement of the hire period, the Cancellation Payment will be 25% of the total sums payable under the hire contract; (iii) If the contract is cancelled less than 14 days, but more than 7 days, prior to commencement of the hire period, the Cancellation Payment will be 50% of the total sums payable under the hire contract; (iv) If the contract is cancelled less than 2 days prior to commencement of the hire period, the Cancellation Payment will be the entire sums payable under the hire contract. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 11.2 Termination or expiry of the Call-Off Contract will this agreement shall not affect: ● affect any rights, remedies remedies, obligations or obligations liabilities of the parties that have accrued under up to the Call-Off Contract prior to termination or expiration; ● the right date of either Party to recover any amount outstanding at the time of such termination or expiry; ● , including the continuing rights, remedies or obligations right to claim damages in respect of any breach of the Buyer agreement which existed at or before the Supplier under clauses: ○ 8 - Payment Terms date of termination or expiry. 11.3 For the avoidance of doubt, if the contract is terminated prior to the commencement of services but after payment of the deposit, Audioserv shall be entitled to retain the deposit in full without refund and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● the deposit shall be applied against any other provision of sums which are otherwise payable by the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off ContractCustomer under this agreement.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the 19.1. On expiry or termination of the relevant Contract for any reason: a. Supplier shall not be required to provide any additional Services on termination of the Contract; b. the Buyer shall immediately pay to Supplier all of Supplier’ outstanding unpaid invoices and interest and, in respect of any Services supplied but for which no invoice has been submitted, Supplier shall submit an invoice, which shall be payable by the Buyer immediately on receipt; c. the Buyer shall immediately pay any outstanding, or the balance of any, third party costs incurred by Supplier on behalf of the Buyer, including but not limited to, the costs of software or services provided by third parties such as Billing Services for the Term set out in the G-Cloud 13 Call-Off Contract, except those rights and obligations set out in clause 24.6.; 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by d. the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; shall promptly and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will without delay return all of the other Party’s Confidential InformationSupplier Materials. Each If the Buyer fails to do so, then Supplier may enter the Buyer's premises or computer system and take possession of the Supplier Materials. Until the Supplier Materials have been returned, the Buyer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract; e. all licences granted under this Contract, shall immediately terminate, except for rights granted under clause 14.4 provided that the licence shall continue for the life of the relevant Intellectual Property Rights; f. the Buyer shall permit removal of any Third-Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained Software installed by the Party as a legal requirement Supplier or where the Call-Off Contract states otherwiseits representatives. 24.5 All licences, leases and authorisations granted by 19.2. Where the Buyer has terminated provision of the Billing Services pursuant to clause 18.1(a): a. Supplier shall use reasonable endeavours to procure migration of the outstanding Billing Services either to Google or to an authorised third party provider to the Supplier Buyer; and b. the Buyer shall not be entitled to any refund of any Charges paid in relation to the advance for Billing Services will be terminated at the end not yet provided. 19.3. Any provision of the Call-Off Contract period (howsoever arising) without that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the need for the Buyer to serve notice except where the Call- Off Contract states otherwiseshall remain in full force and effect. 24.6 19.4. Termination or expiry of the Call-Off Contract will shall not affect: ● affect any rights, remedies remedies, obligations or obligations liabilities of the parties that have accrued under up to the Call-Off Contract prior to termination or expiration; ● the right date of either Party to recover any amount outstanding at the time of such termination or expiry; ● , including the continuing rights, remedies or obligations right to claim damages in respect of any breach of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly existed at or by implication is to be performed or observed notwithstanding termination or expiry will survive before the termination or expiry date of the Call-Off Contracttermination.

Consequences of Termination. 24.1 If 14.1 Following the Buyer contracts with another Suppliertermination of the Distributor’s appointment as distributor pursuant to this Agreement for any reason whatsoever, the Supplier may at it’s sole discretion within 30 days thereof decide to repurchase all or any part of any unsold Stocks that are of marketable quality and merchantable quality and with current packaging owned by the Distributor at a price equal to the price paid for the same by the Distributor together with any warehousing or handling expenses reasonably incurred by the Distributor in arranging for the transportation and re-delivery of the same to the Supplier (or any third party the Supplier may designate in writing). Such Stocks shall be sold by the Distributor to the Supplier free from all liens, charges and encumbrances and subject to such other terms and conditions as the Supplier may reasonably require. It is agreed upon between the parties that the Supplier will comply with Clause 29not buy back Stocks for which the FIFO method may not have been used. 24.2 The rights and obligations of 14.2 Following the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off ContractDistributor’s appointment as distributor pursuant to this Agreement for any reason whatsoever, except those rights the Distributor shall: 14.2.1 destroy at its own costs all Stocks which are not of merchantable or marketable quality or which do not have current packaging or which have a lifespan inferior to (18) eighteen months which the Supplier has elected not to repurchase; 14.2.2 immediately cease to act, and to hold itself out, as a distributor of the Brands and, subject to Clause 14.3, to perform its duties and obligations set out hereunder as distributor and shall also immediately cease to use in clause 24.6. 24.3 At any manner whatsoever the end Brands and Intellectual Property Rights provided that nothing in this Clause 14.2.2 shall prevent the Distributor from selling during the period of the Call-Off Contract period 3 months immediately following such termination such Stocks owned by it which have a lifespan superior to (howsoever arising), 18) eighteen months and which are not repurchased by the Supplier must: ● immediately pursuant to Clause 14.1; 14.2.3 return to the Buyer: ○ Supplier at the Supplier’s own expense all Buyer Data including all advertising matter, specifications and other information and documentation (and any copies of Buyer Software and any other software licensed by of the Buyer above) relating to the Supplier under Stocks and Brands in its possession other than any such items which the Call-Off Contract; ○ any materials created by Distributor may reasonably require for the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged purposes of facilitating future sales of Stocks pursuant to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified proviso in Clause 27); ● cease to use 14.2.2. All such items and Stocks remaining in the Buyer Data and, at the direction possession of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated Distributor at the end of the Callperiod referred to in the proviso to Clause 14.2.2 shall promptly be returned by the Distributor to the Supplier at that time; 14.2.4 on the expiration of the period referred to in Clause 14.2.2, destroy all labels, literature and other documentation (including packaging) in its possession which relate to the Stocks and Brands and were prepared or made by or on behalf of the Distributor save insofar as such items relate to Stocks which the Supplier has elected not to repurchase pursuant to Clause 14.1, in which case all such items remaining in the possession of the Distributor at the end of the period referred to in the proviso to Clause 14.2.2 shall promptly be destroyed by the Distributor at that time; and 14.2.5 furnish to the Supplier within 14 days thereof an up-Off Contract period (howsoever arising) without to-date and accurate stock check and a complete and up-to-date account of all transactions subsequent to those shown in the need for accounts last submitted to the Buyer Supplier pursuant to serve notice except where the Call- Off Contract states otherwiseClause 3.8.6. 24.6 Termination 14.2.6 promptly take all reasonable and appropriate steps to remove and cancel its listings in telephone books and other directories, public records and elsewhere, which contain the name or expiry trademark of the Call-Off Contract will not affect: ● any rightsSupplier. 14.3 Upon receipt by the Distributor of notice that the Supplier intends to terminate or has terminated this Agreement, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding Distributor shall, at the time of such termination or expiry; ● the continuing rights, remedies or obligations cost and expense of the Buyer or Supplier, reasonably co-operate and do such other things as the Supplier under clauses: ○ 8 - Payment Terms may reasonably request to ensure the transfer of the Stocks to any new distributor that the Supplier shall have selected and VAT ○ 9 - Recovery notified the Distributor thereof. 14.4 Clauses 1, 3, (other than sub-clause 3.8.6), 10, 11, 14, 16, 17, 18 and 19 and all accrued rights and liabilities of Sums Due and Right the parties hereto shall survive the termination, for whatever reason, of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict the Distributor’s appointment as distributor pursuant to this Agreement. 14.5 Upon termination of Interest ○ 13 - this Agreement for any reason whatsoever the Distributor’s authority to use any of the Brands or Intellectual Property Rights ○ 24 - Consequences in the Market shall automatically terminate. 14.6 The termination of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● this Agreement shall not of itself give rise to any other provision liability on the part of the Framework Agreement Supplier to pay any compensation to the Distributor for loss of profits or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contractgoodwill.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29clause 28. 24.2 The rights and obligations of the Parties in respect of the this Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant this Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● • immediately return to the Buyer: ○ ◦ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the this Call-Off Contract; ○ ◦ any materials created by the Supplier under the this Call-Off Contract where the IPRs are owned by the Buyer; ○ ◦ any items that have been on-charged to the Buyer, such as consumables; and ○ ◦ all equipment Equipment provided to the SupplierSupplier pursuant to clause 41. This equipment Equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● • immediately upload any items that are or were due to be uploaded to the repository when the this Call-Off Contract was terminated (as specified in Clause clause 27); ● • cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● • destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier)termination, and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● • vacate the Buyer premises; ● • work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● • return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● • provide all information requested by the Buyer on the provision of the Services so that: ○ ◦ the Buyer is able to understand how the Services have been provided; and ○ ◦ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the this Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- this Call-Off Contract states otherwise. 24.6 Termination or expiry of the this Call-Off Contract will not affect: ● • any rights, remedies or obligations accrued under the this Call-Off Contract prior to termination or expiration; ● • the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● • the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ ◦ 8 - Payment Terms and VAT ○ ◦ 9 - Recovery of Sums Due and Right of Set-Off ○ ◦ 11 - Confidentiality ○ ◦ 12 - Conflict of Interest ○ ◦ 13 - Intellectual Property Rights ○ ◦ 24 - Consequences of Expiry or Termination ○ 28 ◦ 33 - Staff Transfer ○ Liability ◦ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● • any other provision of the Framework Agreement or the this Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the this Call-Off Contract.

Consequences of Termination. 24.1 (A) If this Agreement is terminated by Sprint pursuant to Section 17.2 then (i) Sprint will retain possession of and title to all Equipment delivered to Sprint, in accordance with an Order, as of the Buyer contracts with another Supplier, the termination date and (ii) Supplier will comply not be entitled to invoice Sprint any further amounts for such Equipment (including amounts associated with Clause 29the subsequent achievement of milestones for any System that has not achieved Final Acceptance as of the termination date) other than amounts earned under this Agreement prior to the termination date. 24.2 The rights (B) If this Agreement is terminated by Supplier pursuant to Section 17.3 then (i) Sprint will retain possession of and obligations title to all Equipment delivered to Sprint, in accordance with an Order, as of the Parties in respect termination date and (ii) Supplier will be entitled to immediately invoice Sprint for the full purchase price of such Equipment, regardless of whether or not the payment milestones associated with achieving Substantial Completion or Final Acceptance have occurred prior to the termination date. (C) Upon expiration of the Call-Off Contract term of this Agreement, for a period of 1 year thereafter ("Transition Period") Supplier will continue to provide Services and Equipment of the type previously provided to Sprint in connection with Systems for which Supplier has previously provided Equipment and Services, but for which Final Acceptance has not occurred. Supplier will be entitled to invoice Sprint in accordance with the terms of the Agreement for the delivery of Equipment and Services and achievement of Substantial Completion or Final Acceptance of any System during the Transition Period. After the Transition Period, Sprint will retain possession of and title to all Equipment delivered to Sprint and Supplier will not be entitled to receive any further amounts for such Equipment (including amounts associated with the subsequent achievement of milestones for any executed SOWs) will automatically terminate upon System that has not achieved Final Acceptance prior to the expiry or termination expiration of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6Transition Period). 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If On the Buyer contracts with another SupplierExpiry Date or earlier termination pursuant to the Agreement the following provisions shall apply:- subject to Clauses 15 (TUPE), 16 (Pensions), 25 (Payment Provisions) 24 (Contractor’s Records), 48 (Audit Access), 32 (Consequences of Termination), 33 (Transition to Another Contractor), 34 (Indemnities Guarantees and Contractual ), 44 (Dispute Resolution), 41 (Freedom of Confidentiality) and 43 (Data Protection) the Supplier will comply Agreement shall determine and cease to have effect and the Parties shall (save as aforesaid) be released from any further liability under this Agreement; and the Authority shall be entitled immediately or at any time subsequently to take and retain possession of the Facilities or any part of them; and the Contractor shall at the Authority’s request assign to the Authority (or to any person that the Authority may direct) the benefit rights and interest in any Sub-Contracts, such assignment providing that the burden under the Sub-Contracts be apportioned so that the Contractor remains liable for payment for work or services completed as of the date of the assignment; the Contractor and all Sub-Contractors shall vacate the Facilities immediately on the Expiry Date or on the date of termination; and the Contractor shall yield up the Authority Equipment to the Authority in good and substantial repair and condition and shall execute any instruments as are necessary to transfer title of the Equipment to the Authority in accordance with Clause 29. 24.2 The rights 11; the extant Leases shall cease and obligations determine; the Contractor shall offer for sale to the Authority at Net Book Value any item of Equipment which is not Authority Equipment; the Parties Contractor shall hand over to the Authority in respect of a form agreed with the Call-Off Authority all Contract Data books, records, manuals, logs, data or other information (including any executed SOWswork force information) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return relating to the Buyer: ○ all Buyer Data including all copies of Buyer Software Facilities and the Services and which the Authority reasonably requests; the Authority shall be entitled to withhold from any other software licensed sums due to the Contractor or recover as a debt the costs, damages or expenses incurred by the Buyer to Authority in putting the Supplier under Facilities and the Call-Off Contract; ○ any materials created by Authority Equipment back into the Supplier under condition as at the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made Commencement Date save for reasonable fair wear and tear); and within six months the Parties shall carry out an accountancy reconciliation setting out any sums owed by one Party to the other and the Parties shall settle such amounts within 25 Business Days of the reconciliation being settled and agreed. ● immediately upload any items that are The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either Party accrued prior to termination. The Clauses of this Agreement which expressly or were due impliedly have effect after termination will continue to be uploaded to the repository when the Call-Off Contract was terminated (as specified enforceable notwithstanding termination. Notwithstanding any provision of this Agreement, on service of a notice of termination, this Agreement shall only terminate in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed accordance with the Buyer and the replacement Supplier; ● destroy all copies provisions of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date this Agreement. Continued effect – no waiver Notwithstanding any breach of expiry or termination (whichever is the earlier)this Agreement by either Party, and provide written confirmation without prejudice to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services other rights which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier may have in relation to it, the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer other Party may elect to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued continue to treat this Agreement as being in full force and effect and to enforce its rights under the Call-Off Contract prior to termination or expiration; ● the right this Agreement. The failure of either Party to recover exercise any amount outstanding at the time right under this Agreement, including any right to terminate this Agreement and any right to claim damages, shall not be deemed a waiver of such termination right for any continuing or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contractsubsequent breach.

Consequences of Termination. 24.1 If 9.3.1 Upon the termination of this Agreement by Seller pursuant to Section 9.2.2 or 9.2.3: (a) all unfilled Purchase Orders shall be cancelled and (b) Buyer contracts promptly shall pay to Seller (i) all undisputed amounts outstanding and remaining to be paid for Supplied Product delivered prior to the expiration or termination; (ii) the fair market value of Seller’s then existing inventory of Materials and work in process, including useable API (as to which the Product Purchase Price for the API shall apply), that cannot otherwise be used in the business of Seller or its Affiliates without additional cost; and (iii) the applicable Product Purchase Price for all Supplied Product Manufactured, but not then delivered, by Seller in accordance with another Supplier, the Supplier will comply with Clause 29Buyer’s then current Forecast. 24.2 The rights and obligations 9.3.2 Upon termination, other than by Seller pursuant to Section 9.2.2 or 9.2.3, or expiry of this Agreement: (a) all Supplied Product which has been Manufactured in accordance with the Parties in respect terms of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed this Agreement but not yet delivered shall be delivered by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back Seller to the Buyer (and the Buyer shall pay for such Supplied Product in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to accordance with the repository when the Call-Off Contract was terminated (as specified in Clause 27terms of this Agreement); ● cease to use (b) all work-in-progress started by the Buyer Data andSeller shall, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after election (i) completed by the date of expiry or termination (whichever is the earlier), Seller and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by (and the Buyer shall pay for such Supplied Product in accordance with the terms of this Agreement), or (ii) destroy such work-in-progress at Buyer’s cost (and Buyer shall pay for the costs reasonably incurred by Seller in Manufacturing such work-in-progress including all Materials consumed in the course of such Manufacture); and (c) after completion of any work-in-progress in accordance with (b) above, Seller shall make available any remaining Materials held by or on the provision behalf of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Seller for Buyer to purchase at fair market value and collect from the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwiserelevant facility. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29clause 28. 24.2 The rights and obligations of the Parties in respect of the this Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant this Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● • immediately return to the Buyer: ○ ◦ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the this Call-Off Contract; ○ ◦ any materials created by the Supplier under the this Call-Off Contract where the IPRs are owned by the Buyer; ○ ◦ any items that have been on-charged to the Buyer, such as consumables; and ○ ◦ all equipment Equipment provided to the SupplierSupplier pursuant to clause 41. This equipment Equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● • immediately upload any items that are or were due to be uploaded to the repository when the this Call-Off Contract was terminated (as specified in Clause clause 27); ● • cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● • destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier)termination, and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● • vacate the Buyer premises; ● • work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● • return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● • provide all information requested by the Buyer on the provision of the Services so that: ○ ◦ the Buyer is able to understand how the Services have been provided; and ○ ◦ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the this Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- this Call-Off Contract states otherwise. 24.6 Termination or expiry of the this Call-Off Contract will not affect: ● • any rights, remedies or obligations accrued under the this Call-Off Contract prior to termination or expiration; ● • the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● • the continuing rights, remedies or obligations of the Buyer or the Supplier under clausesclauses in respect of any obligations or liabilities which arose prior to the expiry or termination of the Call Off Contract: ○ ◦ 8 - Payment Terms and VAT ○ ◦ 9 - Recovery of Sums Due and Right of Set-Off ○ ◦ 11 - Confidentiality ○ ◦ 12 - Conflict of Interest ○ ◦ 13 - Intellectual Property Rights ○ ◦ 24 - Consequences of Expiry or Termination ○ 28 ◦ 33 - Staff Transfer ○ Liability ◦ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● • any other provision of the Framework Agreement or the this Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the this Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the 11.1 On expiry or termination of the relevant Call-Off ContractAgreement or the applicable Statement of Work (as the case may be), except those rights and obligations set out however caused, other than in clause 24.6.relation to any Rental Devices the subject of a Purchase Option: 24.3 At (a) the end Supplier's consent to the Client's possession of the Call-Off Contract period Rental Devices shall terminate; (howsoever arising)b) the Client shall be responsible for the backup of Client Data before the Supplier retakes possession of the Rental Devices; (c) the Supplier may with or without notice and at the Client's expense, request a suitable time, date and location to retake possession of the Rental Devices and for this purpose the Client irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Client (including with vehicles) at which the Rental Devices are located; and (d) without prejudice to any other rights or remedies of the Client, the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer Client shall pay to the Supplier under on demand: (i) all Fees and other sums due up to and including the Call-Off Contract; ○ date of termination or the date the Client ceases to use the Rental Devices, whichever is the later, together with any materials created interest accrued pursuant to Clause 7.14 of the Agreement; (ii) any costs and expenses incurred by the Supplier in recovering the Rental Devices or in collecting any sums due under the Call-Off Contract where the IPRs are owned by the Buyer; ○ Agreement (including any items that have been on-charged to the Buyerstorage, such as consumables; insurance, repair, transport, legal and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tearremarketing costs). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party 11.2 The Supplier will return all of inspect the other Party’s Confidential Information. Each Party will confirm that it does not retain Rental Devices and determine if Client returned the other Party’s Confidential Information except Rental Devices in Working Order and in accordance with its obligation at paragraph 7.1(d) where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated applicable at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination Rental Period or expiry on termination of the Call-Off Contract Agreement for any reason. If the Supplier, in its sole discretion, finds that the condition of the Rental Devices is not deemed to be in Working Order or in accordance with its obligation at paragraph 7.1(d) where applicable, the Supplier will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party be entitled to recover any amount outstanding at costs or expenses it expects to incur to replace or restore the time of such termination Rental Devices to Working Order. 11.3 The sums payable pursuant to paragraphs 11.1 shall be partly or expiry; ● the continuing rights, remedies or obligations of the Buyer or wholly recovered by the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● from any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off ContractDeposit.

Consequences of Termination. 24.1 If a) In the event of earlier termination of this Agreement as a result of the default of the Contractor and without prejudice to any other rights and remedies which the Buyer contracts with another Suppliermay have under law, the Supplier will comply with Clause 29following shall apply: (i) termination before the issue of the PNAC or at any time in Phase 1, the Contractor *; (ii) termination at any time in Phase 2, the Contractor shall forthwith repay * of all monies paid by the Buyer for Equipment and Services to date after deducting the price of any Equipment and Works , if any, which the Buyer wishes to retain; and (iii) termination at any time in Phase 3, the Contractor shall repay forthwith * of all monies paid by the Buyer for Equipment and Services to date after deducting the price of any Equipment and Works, if any, which the Buyer wishes to retain. 24.2 The rights b) Other than the Equipment/Works, which the Buyer wishes to retain, the Contractor shall dismantle and obligations removed at its sole expense Equipment and Works from the Sites of the Parties in respect Buyer within one (1) month of notice of termination being given by the Buyer. c) In the event of earlier termination of this Agreement at the default of the Call-Off Contract Buyer (including any executed SOWs) will automatically terminate upon the expiry or but not as a result of termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At Facilities under the end Facilities Agreements due to no fault of the Call-Off Contract period (howsoever arisingBuyer), the Supplier must: ● immediately return Buyer shall make payment for: (i) all Works fully executed and completed prior to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer according the provisions of the Agreement; (ii) the cost of materials or goods already ordered by the date Contractor and cannot be cancelled upon the payment of expiry which materials or goods shall become the property of the Buyer; and (iii) any certified expenditure with proof of the same reasonably incurred by the Contractor arising from such termination; ● provide , -------------------------------------------------------------------------------- [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with request to the omitted portions. 77 including but not limited to, the reasonable cost of removal of all information requested plant and equipment from Sites. d) In either a) or b) above, where any Equipment or Services are retained by the Buyer on after termination, the provision of Buyer shall have the right to use the corresponding services together with the corresponding Software License or other license, if any, relating to such retained items as a perpetual license in accordance with CLAUSE 37 above and to require the Contractor to install the Equipment and Works, if necessary. In addition, the Warranty Period referred to in CLAUSE 33 shall apply to the Equipment and Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwiseBuyer. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arisinge) without the need Termination for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination cause shall not affect any other rights or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier Contractor may have under clauses: ○ 8 - Payment Terms this Agreement. In the event of a dispute between the parties, the matter shall be referred to and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or settled by implication is arbitration pursuant to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off ContractCLAUSE 45.

Consequences of Termination. 24.1 24.1. If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 24.2. The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 24.3. At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ ● all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ ● any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ ● any items that have been on-charged to the Buyer, such as consumables; and ○ ● all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ ● the Buyer is able to understand how the Services have been provided; and ○ ● the Buyer and the replacement supplier can conduct due diligence. 24.4 24.4. Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 24.5. All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Call-Off Contract states otherwise. 24.6 24.6. Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.VAT

Consequences of Termination. 24.1 16.1 If this Agreement is terminated pursuant to clause 15 (Term and Termination): (a) the Buyer contracts with another Supplier, Games are withdrawn from the Supplier Host and the Host will comply with Clause 29.not host the Games or any event of substantially similar nature; 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including b) Host will have no further obligation to pay any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items unpaid Hosting Fees that are due on or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date that notice of expiry or termination is given; (whichever c) where the Host is the earlier), and provide written confirmation party at fault the Host will indemnify WTGF with respect to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required any amount by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other PartyWTGF’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier costs reasonably incurred in relation to the Services Games up to the date on which notice of termination is given exceed the amount of any Hosting Payments received up to that date (for the avoidance of doubt, this does not include any unpaid Hosting Fees); (d) WTGF is entitled to make reasonable alternative arrangements in relation to the hosting of the Games as it sees fit, including the appointment of another entity to host the Games; (e) Host must immediately deliver up to WTGF all Deliverables and materials and information in relation to the Games, if Host is party at fault; and (f) if WTGF is party at fault, Hosting Fees must be returned to Host in full 16.2 On expiration or termination of this Agreement, all of the rights and opportunities granted under this Agreement will be terminated automatically terminate and Host must: (a) cease exploitation of the Commercial Rights and any other right or opportunity granted under this Agreement; (b) not use or purport to use the Marks, save as a matter of historical record to refer to the event after it has taken place; (c) in the case of termination, cease to refer, directly or indirectly, to the Games in any marketing or promotional campaign; (d) immediately pay all amounts owing to the WTGF excluding, for the avoidance of doubt, any Hosting Fees or other amounts that are not yet payable by the Host as at the end date of expiration or termination of this Agreement; and (e) supply WTGF with the latest copy of all Financial Accounts, Deliverables and Records. 16.3 On termination, each party (first party) must return to the other party all Confidential Information of that other party in material form (including those parts of all notes or records of the Call-Off Contract period (howsoever arisingfirst party containing Confidential Information of the other party) without in the need for the Buyer to serve notice except where the Call- Off Contract states otherwisefirst party’s possession or control. 24.6 Termination 16.4 At any time after termination of this Agreement a party must not: (a) use or expiry disclose to any person any Confidential Information of the Call-Off Contract will other party; (b) record any Confidential Information of the other party into any form (including machine readable form); or (c) sell or otherwise transfer any Confidential Information of the other party. 16.5 Termination of this Agreement does not affect: ● affect any rightsaccrued right or liability of either party. 16.6 Clauses 10 (Confidentiality and Privacy), remedies or obligations accrued under clause 13 (Insurance and Liability), clause 16 (Consequences of Termination) and clause 18 (Dispute Resolution) and each other clause required to make these clauses effective, continue to bind the Call-Off Contract prior to parties after termination or expiration; ● the right expiration of either Party to recover this Agreement for any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contractreason.

Consequences of Termination. 24.1 If 12.5.1 In the Buyer contracts with another Supplierevent of termination hereunder by Customer pursuant to Section 12.2 [***]: (a) Lonza shall be compensated for (i) Services rendered up to the date of termination, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties including in respect of any Product in-process as of such date of termination, and (ii) all costs incurred by Lonza in connection with non-cancelable obligations entered into prior to the Call-Off Contract date of termination in accordance with the applicable Purchase Order, including the cost of Raw Materials (including any executed SOWsother than API supplied by Customer) will automatically terminate upon used or purchased for use in connection with such Purchase Order; (b) except as otherwise set forth in subsection (d) below, all Purchase Orders, [***] Firm Orders and DP Firm Orders received by Lonza from Customer prior to the expiry or date that Customer’s written termination notice was received by Lonza, shall be deemed cancelled as of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items date that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the BuyerCustomer’s written instructions to do so or 12 months termination notice was received by Lonza, and Customer shall pay [***] in respect of such cancelled Purchase Orders, [***] Firm Orders and DP Firm Orders; and (c) from and after the date of expiry or notice of termination, Customer will not be responsible for the relevant Minimum Quantities commitments that are provided under Section 3.5. (d) Notwithstanding termination (whichever is of this Agreement as contemplated by this Section 12.5.1, Lonza shall complete under the earlierterms of this Agreement all Purchase Order(s) that that were accepted by Lonza prior to the date that Customer’s written termination notice was received by Lonza, and that Customer informed Lonza in such written termination notice of Customer’s election that Lonza complete such Purchase Order(s) under the terms of this Agreement. If Customer cancels any such Purchase Order(s), then Customer shall pay the Cancellation Fee in respect of such cancelled Purchase Order. (e) Upon receipt by Lonza of Customer’s written termination notice, Lonza shall promptly cease performance of the applicable Services (other than Services in connection with pending Purchase Order(s) Customer has elected Lonza complete as provided in subsection (d) above) and provide written confirmation will take all reasonable steps to mitigate the out-of-pocket expenses incurred in connection therewith. In particular, Lonza will use its commercially reasonable efforts to (i) immediately cancel any third party obligations (other than as needed for pending Purchase Order(s) Customer has elected Lonza complete as provided in subsection (d) above), (ii) promptly inform Customer of any irrevocable commitments made in connection with any pending Purchase Order(s), (iii) promptly return to the Buyer vendor for refund all unused, unopened Raw Materials that are in Lonza’s possession (other than as needed for pending Purchase Order(s) Customer has elected Lonza complete as provided in subsection (d) above), to the data has been destroyedextent possible, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition (iv) promptly inform Customer of the cost of any Raw Materials remaining unused and unreturnable, and (v) perform only those services and activities mutually agreed upon by the Parties as being necessary or advisable in connection with pending Purchase Order(s) Customer has elected that Lonza complete as provided in subsection (d) above. 12.5.2 In the event of termination hereunder by Lonza pursuant to Section 12.2 [***]: (a) Lonza shall be compensated for (i) Services rendered up to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry termination, including in respect of any Product in-process as of such date of termination, and (ii) all costs incurred by Lonza in connection with non-cancelable obligations entered into prior to the date of termination in accordance with the applicable Purchase Order, including the cost of Raw Materials (other than API supplied by Customer) used or purchased for use in connection with such Purchase Order; (b) except as otherwise set forth in subsection (d) below, all Purchase Orders, [***] Firm Orders and DP Firm Orders received by Lonza from Customer prior to the date that Lonza’s written termination notice was received by Customer, shall be deemed cancelled as of the date that Lonza’s written termination notice was received by Customer, and Customer shall pay [***] in respect of such cancelled Purchase Orders, [***] Firm Orders and DP Firm Orders; and (c) from and after the date of notice of termination; ● provide , Customer will not be responsible for the relevant Minimum Quantities commitments provided under Section 3.5. (d) Notwithstanding termination of this Agreement as contemplated by this Section 12.5.2, Lonza shall complete under the terms of this Agreement all information requested Purchase Order(s) that that were accepted by Lonza prior to the date that Lonza’s written termination notice was received by Customer, and that Customer elects that Lonza complete by written notice to Lonza within [***] of Customer’s receipt of Lonza’s notice of termination. If Customer cancels any such Purchase Order, then Customer shall pay the Cancellation Fee in respect of such cancelled Purchase Order. (e) Upon receipt by Customer of Lonza’s written termination notice, Lonza shall promptly cease performance of the applicable Services (other than Services in connection with pending Purchase Order(s) Customer has elected Lonza complete as provided in subsection (d) above) and will take all reasonable steps to mitigate the out-of-pocket expenses incurred in connection therewith. In particular, Lonza will use its commercially reasonable efforts to (i) immediately cancel any third party obligations (other than as needed for pending Purchase Order(s) Customer has elected Lonza complete as provided in subsection (d) above), (ii) promptly inform Customer of any irrevocable commitments made in connection with any pending Purchase Order(s), (iii) promptly return to the vendor for refund all unused, unopened Raw Materials that are in Lonza’s possession (other than as needed for pending Purchase Order(s) Customer has elected Lonza complete as provided in subsection (d) above), to the extent possible, (iv) promptly inform Customer of the cost of any Raw Materials remaining unused and unreturnable, and (v) perform only those services and activities mutually agreed upon by the Buyer on Parties as being necessary or advisable in connection with pending Purchase Order(s) Customer has elected that Lonza complete as provided in subsection (d) above. 12.5.3 In the provision event of termination hereunder by Customer in accordance with Section 12.3 (Breach; Insolvency): (a) Lonza shall be compensated for (i) Services rendered up to the date of termination, including any Product in-process as of such date of termination, and (ii) all costs incurred by Lonza in connection with non-cancelable obligations entered into prior to the date of termination in accordance with the applicable Purchase Order, including the cost of Raw Materials (other than API supplied by Customer) used or purchased for use in connection with such Purchase Order; (b) except as otherwise set forth in subsection (d) below, all Purchase Orders, [***] Firm Orders and DP Firm Orders received by Lonza from Customer prior to the date that Lonza received Customer’s written termination notice, shall be deemed cancelled as of the Services so that: ○ date that Customer’s written termination notice was received by Lonza and [***] by Customer with respect to such Purchase Orders, [***] Firm Orders and DP Firm Orders; and (c) from and after the Buyer is able to understand how date of notice of termination, Customer will not be responsible for the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligencerelevant Minimum Quantities commitments provided under Section 3.5. 24.4 Each Party will return (d) Notwithstanding termination of this Agreement as contemplated by this Section 12.5.3, Lonza shall complete under the terms of this Agreement all Purchase Order(s) that that were accepted by Lonza prior to the date that Customer’s written termination notice was received by Lonza, and that Customer informed Lonza in such written termination notice of Customer’s election that Lonza complete such Purchase Order(s) under the terms of this Agreement. If Customer cancels any such Purchase Order(s), then Customer shall pay the Cancellation Fee in respect of such cancelled Purchase Order. (e) Upon receipt by Lonza of Customer’s written termination notice, Lonza shall promptly cease performance of the applicable Services (other Partythan Services in connection with pending Purchase Order(s) Customer has elected Lonza complete as provided in subsection (d) above) and will take all reasonable steps to mitigate the out-of-pocket expenses incurred in connection therewith. In particular, Lonza will use its commercially reasonable efforts to (i) immediately cancel any third party obligations (other than as needed for pending Purchase Order(s) Customer has elected Lonza complete as provided in subsection (d) above), (ii) promptly inform Customer of any irrevocable commitments made in connection with any pending Purchase Order(s), (iii) promptly return to the vendor for refund all unused, unopened Raw Materials that are in Lonza’s Confidential Information. Each Party will confirm that it does not retain possession (other than as needed for pending Purchase Order(s) Customer has elected Lonza complete as provided in subsection (d) above), to the other Party’s Confidential Information except where extent possible, (iv) promptly inform Customer of the information must be retained cost of any Raw Materials remaining unused and unreturnable, and (v) perform only those services and activities mutually agreed upon by the Party Parties as being necessary or advisable in connection with pending Purchase Order(s) Customer has elected that Lonza complete as provided in subsection (d) above. (f) Upon notice of termination by Customer pursuant to Section 12.5.3, Lonza shall perform the transition services pursuant to Section 12.5.7. 12.5.4 In the event of termination hereunder by Lonza in accordance with Section 12.3 (Breach; Insolvency): (a) Lonza shall be compensated for (i) Services rendered up to the date of termination, including in respect of any Product in-process as of such date of termination and (ii) all costs incurred by Lonza in connection with non-cancelable obligations entered into prior to the date of termination in accordance with the applicable Purchase Order, including the cost of Raw Materials (other than API supplied by Customer) used or purchased for use in connection with such Purchase Order; (b) all Purchase Orders, [***] Firm Orders and DP Firm Orders shall be deemed cancelled as of the date that Lonza’s written termination notice was received by Customer and Customer shall [***] in respect of such cancelled Purchase Orders, [***] Firm Orders and DP Firm Orders; and (c) Customer shall be responsible for the relevant Minimum Quantities commitments provided under Section 3.5 [***]. (d) Upon receipt by Customer of Lonza’s written termination notice, Lonza shall promptly cease performance of the applicable Services and will take all reasonable steps to mitigate the out-of-pocket expenses incurred in connection therewith. In particular, Lonza will use its commercially reasonable efforts to (i) immediately cancel any third party obligations, (ii) promptly inform Customer of any irrevocable commitments made in connection with any pending Purchase Order, (iii) promptly return to the vendor for refund all unused, unopened Raw Materials that are in Lonza’s possession, to the extent possible, (iv) promptly inform Customer of the cost of any Raw Materials remaining unused and unreturnable, and (v) perform only those services and activities mutually agreed upon by the Parties as being necessary or advisable in connection with the close-out of any pending Purchase Order. 12.5.5 In the event of termination hereunder by Customer pursuant to Section 12.4 [***]: (a) Lonza shall be compensated for (i) Services rendered up to the date of termination, including in respect of any Product in-process as of such date of termination and (ii) all costs incurred by Lonza in connection with non-cancelable obligations entered into prior to the date of termination in accordance with the applicable Purchase Order, including the cost of Raw Materials (other than API supplied by Customer) used or purchased for use in connection with such Purchase Order; (b) during [***], Lonza shall continue to accept or reject, in the ordinary course consistent with past practice under this Agreement prior to such notice of termination, any Purchase Orders submitted by Customer. If Customer cancels any such Purchase Order, then Customer shall [***] in respect of such cancelled Purchase Order; (c) during [***], Customer shall be responsible for the relevant Minimum Quantities commitments provided under Section 3.5; and (d) Customer shall be responsible for [***] Firm Orders and DP Firm Orders that Lonza received from Customer prior to the date that Customer’s written termination notice was received by Lonza. (e) Notwithstanding termination of this Agreement as contemplated by this Section 12.5.5, Lonza shall complete under the terms of this Agreement all (1) Purchase Orders accepted by Lonza during the [***] in accordance with subsection (b) above, and (2) any Purchase Orders that were accepted by Lonza prior to the date that Customer’s written termination notice was received by Lonza. If Customer cancels any such Purchase Order, then Customer shall [***] in respect of such cancelled Purchase Order. (f) Upon receipt by Lonza of Customer’s written termination notice, Lonza shall promptly cease performance of the applicable Services (other than Services in connection with pending Purchase Order(s) accepted by Lonza [***] or prior to the date that Customer’s written termination notice was received by Lonza, as provided in subsection (e) above) and will take all reasonable steps to mitigate the out-of-pocket expenses incurred in connection therewith. In particular, Lonza will use its commercially reasonable efforts to (i) immediately cancel any third party obligations (other than as needed for pending Purchase Order(s) accepted by Lonza during the termination notice period or prior to the date that Customer’s written termination notice was received by Lonza, as provided in subsection (e) above), (ii) promptly inform Customer of any irrevocable commitments made in connection with any pending Purchase Order(s), (iii) promptly return to the vendor for refund all unused, unopened Raw Materials that are in Lonza’s possession (other than as needed for pending Purchase Order(s) accepted by Lonza [***] or prior to the date that Customer’s written termination notice was received by Lonza, as provided in subsection (e) above), to the extent possible, (iv) promptly inform Customer of the cost of any Raw Materials remaining unused and unreturnable, and (v) perform only those services and activities mutually agreed upon by the Parties as being necessary or advisable in connection with pending Purchase Order(s) accepted by Lonza [***] or prior to the date that Customer’s written termination notice was received by Lonza, as provided in subsection (e) above. 12.5.6 In the event of termination hereunder by Lonza pursuant to Section 12.4 [***]: (a) Lonza shall be compensated for (i) Services rendered up to the date of termination, excluding any Product in-process as of such date of termination and (ii) all costs incurred by Lonza in connection with non-cancelable obligations entered into prior to the date of termination in accordance with the applicable Purchase Order, including the cost of Raw Materials (other than API supplied by Customer) used or purchased for use in connection with such Purchase Order; (b) [***], Lonza shall continue to accept or reject, in the ordinary course consistent with past practice under this Agreement prior to such notice of termination, any Purchase Orders submitted by Customer; (c) with respect to any Purchase Orders accepted by Lonza prior to the date that Lonza’s written termination notice was received by Customer, Customer may cancel any portions of such Purchaser Orders that would result in the delivery of Product after the effective date of termination, and [***] by Customer with respect to such Purchase Orders as a legal requirement or where result of the Call-Off Contract states otherwisecancelation of such portions; (d) from and after the date of notice of termination, Customer will not be responsible for the relevant Minimum Quantities commitments provided under Section 3.5; and (e) Customer will not be responsible for [***] Firm Orders and DP Firm Orders that Lonza received from Customer prior to the date that Lonza’s written termination notice was received by Customer. 24.5 All licences, leases and authorisations granted (f) Notwithstanding termination of this Agreement as contemplated by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.this Section

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 2928. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment Equipment provided to the SupplierSupplier pursuant to Clause 41. This equipment Equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 35 ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Call-Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 33 - Staff Transfer Liability ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If 22.1 In the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations event of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contractthis Agreement, except those rights and obligations set out in clause 24.6.ABBOTT shall: 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data 1) Stop using and, at GENTIUM's request, return to GENTIUM all confidential or proprietary information, advertising and promotional material supplied by GENTIUM to ABBOTT pursuant to this Agreement; 2) at GENTIUM's option, either: (i) cancel the direction Registration; or (ii) assign the Registration to GENTIUM or GENTIUM's designee; 3) not use the Trademark, or any trade name, trade dress, service marks or devices applied to or used in association with the Product except for the purposes of selling its remaining inventory of the BuyerProduct. 4) Both parties shall continue to be bound by the provisions of Article 17 above for a period of five (5) years after termination of this Agreement. 22.2 It is expressly understood that, provide as to remaining inventory of Products, if any, GENTIUM reserves itself the Buyer and right, at its discretion: (i) to give to ABBOTT the replacement Supplier with a complete and uncorrupted version right to sell its remaining inventory of Products; provided that ABBOTT sell such inventory of Products on terms substantially similar to the terms, including the price, pursuant to which ABBOTT was selling the Products prior to the termination of this Agreement. In this case, GENTIUM shall have no obligation to repurchase any of ABBOTT unsold inventory; or (ii) to re-purchase the remaining inventory of Products, paying to ABBOTT the latter's selling prices, save for the right of ABBOTT to withhold as many Products as are necessary to implement the orders already received at the moment of the Buyer Data in electronic form in termination. In any case, GENTIUM reserves the formats and on media right not to re-purchase or to re-purchase at a lower price to be agreed with ABBOTT, those Products, which, at its sole discretion, should not result saleable any more for whatever reason (reference is made, but not limited to: bad preservation and closeness to the Buyer and the replacement Supplier; ● destroy all copies expiration date of the Buyer Data when they receive Products:—25% of the Buyer’s written instructions to do so or 12 months after residual validity). 22.3 From the date of expiry or notice of termination (whichever is by either party, GENTIUM shall not be obligated to accept orders for the earlier), and provide written confirmation Product from ABBOTT except for: a) orders received by GENTIUM prior to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry notice of termination but not yet shipped; and b) orders which ABBOTT reasonably requires in order to satisfy outstanding contractual requirements with a third party proved by written orders and or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligencecontracts. 24.4 Each Party will return all 22.4 After the date of the other Party’s Confidential Information. Each Party will confirm that termination ABBOTT shall be given a period of three (3) months during which it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer may sell its remaining inventory of Units; provided it shall sell such inventory of Units on terms substantially similar to the Supplier in relation terms, including price, pursuant to which it was selling the Product prior to the Services will be terminated at the end termination of the Call-Off Contract period (howsoever arising) without the need for the Buyer this Agreement. GENTIUM shall have no obligation to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry repurchase any of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇'▇ unsold inventories at the end of such three (3) month period. 22.5 Unless this Agreement is terminated for ▇▇▇▇▇▇'▇: (i) non-payment of invoices issued pursuant to Article 10; (ii) breach of Articles, 8, 17 or 20 above, GENTIUM shall complete delivery of any undelivered portion of ▇▇▇▇▇▇'▇ ○ 35 - Waiver accepted orders for Units and cumulative remedies ● Samples. 22.6 In the event of termination in accordance with the terms of this Agreement, neither party shall be liable to the other, either for compensation or for damages of any kind or character whatsoever, whether on account of the loss by the other party of present or prospective profits on Sales or anticipated Sales, or expenditures, investments or commitments made in connection therewith, or in connection with the establishment, development or maintenance of the other party's business, or on account of any other provision cause or thing whatsoever GENTIUM and ABBOTT shall remain responsible for all obligations which arose prior of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contractthis agreement.

Consequences of Termination. 24.1 If 24.5.1 In the Buyer contracts with another Supplierevent of termination under any provision of this Contract, the Supplier will comply with Clause 29Contractor shall: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor‟s Equipment and Contractor‟s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) if, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. 24.2 The rights (d) the Performance Bank Guarantee shall stand forfeited in full and obligations shall be absolutely at the disposal of the Parties in respect Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Call-Off Contract (including Contractor. The Corporation may, to the exclusion of any executed SOWs) will automatically terminate upon the expiry or termination right of the relevant Call-Off ContractContractor over the same, except those rights take over and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and use any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are Contractor‟s Equipment owned by the Buyer; ○ any items that have been on-charged Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Buyer, Contractor that such as consumables; and ○ all equipment provided Contractor‟s Equipment will be returned to the Supplier. This equipment must be handed back Contractor at or near the Site and shall return such Contractor‟s Equipment to the Buyer Contractor in good working order (allowance will accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be made determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3 above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for reasonable wear and tear)such excess. ● immediately upload any items that are or were • If such excess is greater than the sums due to be uploaded the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the repository when Corporation, and if such excess is less than the Call-Off Contract was terminated (as specified sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in Clause 27); ● cease to use writing, on the Buyer Data and, at the direction of the Buyer, provide the Buyer computation described above and the replacement Supplier with a complete and uncorrupted version of the Buyer Data manner in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return which any sums prepaid for Services which have not been delivered to shall be paid and in case of any issue/dispute arising therein, the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must same shall be retained by the Party resolved as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued per dispute resolution mechanism under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off this Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment Equipment provided to the SupplierSupplier pursuant to Clause 42. This equipment Equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 36 ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Call-Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ Liability ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.. Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 37

Consequences of Termination. 24.1 12.1 If the Buyer contracts hire of a Vehicle is terminated prior to the expiry of the Term due to an Employment Event, in addition to the terms set out in this clause 12, the terms set out in the Appendix shall apply to the Customer in relation to the early termination of that Vehicle save that the Customer shall pay the Employment Event Termination Payment rather than the Early Termination Payment. 12.2 On the expiry or earlier termination of the Term or any Continuation Period, the Customer shall: 12.2.1 make the Vehicle (together with another any accessories fitted to the Vehicle) available in good order repair and condition for collection by the Supplier at a location in the United Kingdom previously agreed by the Supplier; 12.2.2 give the Supplier a minimum of five (5) Working Days' notice of the day on which the Vehicle will be available for collection. If the Customer fails to make the Vehicle available, the Customer will be liable to pay to the Supplier: 12.2.2.1 Rent at the rate applicable immediately prior to the expiry or early termination of the Term or any Continuation Period, but calculated on a daily basis until such time as the Supplier gains possession of the Vehicle; and 12.2.2.2 all direct costs and expenses including any fees and charges incurred by the Supplier as a consequence of such failure to make the Vehicle available for collection at the agreed date and location. 12.3 Without prejudice to clause 12.2 upon termination of this Agreement, the expiry or earlier termination of the Term or any Continuation Period, or any hiring under this Agreement and the Schedules howsoever caused, the Supplier may at any time thereafter without notice resume possession of a Vehicle (without prejudice to any other rights possessed by the Supplier) and may remove the Vehicle from any property and for this purpose may enter upon any property and seize and remove the Vehicle and use all such lawful force that should be necessary. 12.4 If the Vehicle is returned or recovered in anything other than good condition, the Customer shall pay the Supplier’s estimate of the cost of repair of damage to the Vehicle assessed in accordance with the Supplier’s applicable Matrix of De-Hire Damage Charges, with if applicable any Fair Wear and Tear excepted. In assessing Fair Wear and Tear, the Supplier will comply with Clause 29take into account the Vehicle’s age and mileage. Such sums shall be equivalent to the cost of repairing the damage in question and shall be payable whether or not such repairs are in fact carried out by the Supplier prior to any sale of the Vehicle. The Supplier will not invoice the Customer if the actual or estimated cost to the Supplier of putting the Vehicle in good order and condition does not exceed the current excess as notified from time to time. If such actual or estimated cost exceeds the excess, the Supplier shall be entitled to invoice the Customer for the full cost of putting the Vehicle in good order and condition. 24.2 The rights and obligations 12.5 At all times, the Customer shall repay to the Supplier forthwith on demand all costs, expenses or charges incurred in: 12.5.1 ascertaining the whereabouts of the Parties Customer and/or the Vehicle; 12.5.2 recovering, attempting to recover or endeavouring to recover possession of the Vehicle from the Customer or any other person, firm or company; 12.5.3 any recovery attempts by the Supplier which fail as a result of lack of fuel in the Vehicle, lack of battery charge in respect of electric Vehicles, the Vehicle not being roadworthy, or any other breach by the Customer of the Customer's obligations under this Agreement or the Schedule); and 12.5.4 the Supplier enforcing any of the provisions of this Agreement. 12.6 If any alterations or accessories are permitted by the Supplier under clause 7.5 the Customer shall return the Vehicle on the expiry or earlier termination of the Term either: 12.6.1 with such alterations or accessories removed from the Vehicle provided that the Vehicle is restored to its former condition and that the cost of restoring the Vehicle is borne entirely by the Customer; or 12.6.2 with the alterations or accessories still present in which event the Supplier shall be entitled to remove or arrange for the removal of such alterations or accessories to restore the Vehicle to its former condition and to invoice the Customer for the cost of all such work. The Customer shall continue to pay Rent to the Supplier at the rate applicable immediately prior to expiry of the Term or earlier termination but calculated on a daily basis during the period from the date of delivery of the Vehicle to the Supplier until the conclusion of the removal of the alterations or accessories under this clause 12.6.2. 12.7 If this Agreement is terminated under clause 11, or on the early termination of the Term or any Schedule or if this Agreement shall terminate by reason of repudiation by the Customer accepted by the Supplier, the Customer shall pay the following amounts to the Supplier, together with any applicable VAT thereon at the rate prevailing when the amount is due for payment: 12.7.1 all accrued Rent due in respect of the Call-Off Contract hire up to the date of such termination or the resumption by the Supplier of possession of the Vehicle (including whichever shall last occur); 12.7.2 as compensation and/or liquidated damages for breach of this Agreement an amount equal to the total monthly Rent specified in the Schedule in respect of the unexpired Term from the date of such termination or the resumption by the Supplier of possession of the Vehicle (whichever shall last occur) less a discount of fifty percent (50%) to be calculated at the date of termination or the resumption by the Supplier of possession of the Vehicle (whichever shall last occur); 12.7.3 the Mileage Rent (if any); and 12.7.4 any executed SOWs) other amounts payable pursuant to the terms of this Agreement. 12.8 If the Odometer of the Vehicle develops a fault or fails to record the mileage, then an estimate of the mileage travelled during the Failure Period will automatically terminate upon be made by the Supplier and will be added to the mileage recorded by the Odometer when the Vehicle is returned to the Supplier. The calculation will be on the basis of the mileage incurred by the Vehicle in the period of the Term up to the Relevant Date or, at the Supplier’s option, on any other reasonable basis chosen by the Supplier. 12.9 If the Vehicle is returned without a complete service record (in a paper or an electronic form), the Supplier shall be entitled to charge the Customer a fee assessed in accordance with the Supplier’s applicable Matrix of De- Hire Damage Charges or such other charges as applicable from time to time. Such charge shall be payable by the Customer on demand. 12.10 Following expiry or early termination of the Term, or termination of the relevant Call-Off ContractContinuation Period, except those rights and obligations set out in clause 24.6. 24.3 At the end on collection of the Call-Off Contract period Vehicle, the Customer shall return all tools, including spare wheel and locking wheel nut key (howsoever arisingif either are supplied), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software optional extras, instruction manuals, supplied keys, codes, satellite navigation equipment and data media and any other software licensed items (other than disposables) that were supplied with the Vehicle, or at a later date. All factory or dealer fitted extras (including by way of example, alloy wheels) forming part of the Buyer Vehicle when initially hired to the Customer shall also be returned to the Supplier under on collection of the Call-Off Contract; ○ Vehicle. The Supplier may charge the Customer an equivalent amount or fee for or all costs and expenses in replacing any materials created by missing items. At all times, the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ Customer shall be responsible for and undertakes to remove all personal items and effects and to delete all and any items that have been on-charged personal, confidential or business data relating to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer Customer or any of its drivers or employees or otherwise from any electronic devices in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligenceVehicle. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● • immediately return to the Buyer: ○ o all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ o any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ o any items that have been on-charged to the Buyer, such as consumables; and ○ o all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● • immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● • cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● • destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● • vacate the Buyer premises; ● • work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● • return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● • provide all information requested by the Buyer on the provision of the Services so that: ○ o the Buyer is able to understand how the Services have been provided; and ○ o the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● • any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● • the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● • the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.:

Consequences of Termination. 24.1 Upon termination of this agreement, TransGrid will: (i) be entitled to disconnect, dismantle, decommission and remove any of the Connection Assets; and (ii) undertake, complete and commission all other work which TransGrid reasonably determines is necessary to allow the Transmission System to operate in accordance with good electricity industry practice and the other requirements of Applicable Laws following the disconnection, dismantling, decommissioning or removal of the Connection Assets referred to in clause 12.11(a)(i). If TransGrid commences to disconnect, dismantle, decommission and remove any of the Buyer contracts Connection Assets in accordance with another Supplierclause 12.11(a) during the 24-month period following the termination of this agreement: (i) (other than where TransGrid is the Defaulting Party), the Supplier Customer must reimburse TransGrid for any costs which are directly and necessarily incurred by TransGrid in undertaking that work (upon receipt from TransGrid of reasonable evidence substantiating the amount of costs incurred) to the extent that those costs were not taken into account in calculating the amount of any Asset Stranding Charge paid by the Customer under clause 12.11(c); and (ii) TransGrid will comply with Clause 29. 24.2 The rights and obligations procure, at the Customer's sole expense, the transfer of the Parties freehold title to the Substation Site to the Customer or its nominee for a nominal consideration as soon as reasonably practicable after completion of that work. If this agreement is terminated before the Expiry Date (other than where TransGrid is the defaulting party) the Customer must pay the Asset Stranding Charge to TransGrid in respect accordance with Schedule 5. For the avoidance of doubt, if the Call-Off Contract Customer's obligation to pay the Asset Stranding Charge under clause 12.11(c) is unenforceable for any reason (including any executed SOWs) will automatically terminate upon because the expiry or Asset Stranding Charge is deemed to be a penalty), TransGrid may claim general damages against the Customer for termination of the relevant Call-Off Contractagreement, except those rights and obligations set out in clause 24.6. 24.3 At the end up to a maximum of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that Asset Stranding Charge which would have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items payable under clause 12.11(c) had that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has clause been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligenceenforceable. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29clause 28. 24.2 The rights and obligations of the Parties in respect of the this Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant this Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the this Call-Off Contract; ○ any materials created by the Supplier under the this Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment Equipment provided to the SupplierSupplier pursuant to clause 41. This equipment Equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the this Call-Off Contract was terminated (as specified in Clause clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier)termination, and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the this Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- this Call-Off Contract states otherwise. 24.6 Termination or expiry of the this Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the this Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.VAT

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29clause 28. 24.2 The rights and obligations of the Parties in respect of the this Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant this Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● • immediately return to the Buyer: ○ • all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the this Call-Off Contract; ○ • any materials created by the Supplier under the this Call-Off Contract where the IPRs are owned by the Buyer; ○ • any items that have been on-charged to the Buyer, such as consumables; and ○ • all equipment Equipment provided to the SupplierSupplier pursuant to clause 41. This equipment Equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● • immediately upload any items that are or were due to be uploaded to the repository when the this Call-Off Contract was terminated (as specified in Clause clause 27); ● • cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● • destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier)termination, and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● • vacate the Buyer premises; ● • work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● • return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● • provide all information requested by the Buyer on the provision of the Services so that: ○ • the Buyer is able to understand how the Services have been provided; and ○ • the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the this Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the this Call- Off Contract states otherwise. 24.6 Termination or expiry of the this Call-Off Contract will not affect: ● • any rights, remedies or obligations accrued under the this Call-Off Contract prior to termination or expiration; ● • the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● • the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ • 8 - Payment Terms and VAT ○ • 9 - Recovery of Sums Due and Right of Set-Off ○ • 11 - Confidentiality ○ • 12 - Conflict of Interest ○ • 13 - Intellectual Property Rights ○ • 24 - Consequences of Expiry or Termination ○ 28 • 33 - Staff Transfer ○ Liability • 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● • any other provision of the Framework Agreement or the this Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the this Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplierSupplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier Supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and Digital Outcomes and Specialists 4 Framework Agreement Call-Off Contract v2 ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/government/publications/digital-outcomes-and-specialists-4-call-off-contract ● ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off CallOff Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms Digital Outcomes and VAT ○ 9 - Recovery of Sums Due and Right of SetSpecialists 4 Framework Agreement Call-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - Contract v2 ▇▇▇▇▇://▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call.▇▇▇.▇▇/government/publications/digital-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Calloutcomes-Off Contract.and-specialists-4-call-off-contract ●

Consequences of Termination. 24.1 If 11.1 Upon termination of this agreement, however caused: 11.1.1 the Buyer contracts with another SupplierOwner's consent to the Hirer's possession of the Equipment shall terminate and the Owner may 11.1.1.1 by its authorised representatives, without notice and at the Hirer's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; or 11.1.1.2 Invoice the Hirer for the full replacement value as set out in this agreement for the Equipment (which for the avoidance of doubt shall be payable in addition to any other sums due under this agreement; and 11.1.2 without prejudice to any other rights or remedies of the Hirer, the Supplier will comply Hirer shall pay to the Owner on demand: 11.1.2.1 all Rental Payments and other sums due but unpaid at the date of such demand together with Clause 29.any interest accrued pursuant to clause 4.4; 24.2 The rights 11.1.2.2 any costs and obligations of expenses incurred by the Parties Owner in respect of recovering the Call-Off Contract Equipment and/or in collecting any sums due under this agreement (including any executed SOWs) will automatically terminate upon the expiry or storage, insurance, repair, transport, legal and remarketing costs). 11.2 Upon termination of this agreement pursuant to clause 10.1, any other repudiation of this agreement by the relevant Call-Off ContractHirer which is accepted by the Owner or pursuant to clause 10.3, except those without prejudice to any other rights and obligations set out in clause 24.6. 24.3 At or remedies of the Owner, the Hirer shall pay to the Owner on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Call-Off Contract period Rental Period (howsoever arising)which, in the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract case where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyerminimum period for this agreement has passed, such as consumables; and ○ all equipment provided to the Supplier. This equipment must shall be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due deemed to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after thirty day period from the date of expiry or termination (whichever is termination). 11.3 The sums payable pursuant to clause 11.2 shall be agreed compensation for the earlier), Owner's loss and provide written confirmation shall be payable in addition to the Buyer that sums payable pursuant to clause 11.1.2. 11.4 If upon termination it is not reasonably practicable for the data has been destroyedOwner to collect the Equipment from the Hirer, except where then at the retention of Buyer Data is required by Law; ● vacate Hirer’s discretion it may, as an alternative to the Buyer premises; ● work with sums payable under clause 11.2, invoice the Buyer on any work in progress and ensure an orderly transition Hirer for the full marked value of the Services Equipment plus an administration fee of £50 plus VAT (in addition to the replacement supplier; ● return any sums prepaid for Services which have not been delivered payable pursuant to clause 11.1.2). 11.5 Where, upon collection, the Buyer Equipment contains additional items left by the date Hirer, then the Hirer hereby authorises the Owner to dispose of expiry such items or termination; ● provide all information requested alternatively sell such items at such prices as it sees fit with a view to realising those sums owed by the Buyer on Hirer hereunder (the provision decision of whether to seek a sale of such items being at the Services so that: ○ Owner’s sole discretion). For the Buyer is able avoidance of doubt, this shall not prejudice or diminish the Hirer’s obligation to understand how make payment of those sums save that any sum raised by sale of such items shall, upon free and clear receipt by the Services have been provided; and ○ Owner, commensurately reduce the Buyer and sum owed by the replacement supplier can conduct due diligenceHirer. 24.4 Each Party will return all 11.6 Where clause 11.5 above applies: 11.6.1 If the sale of such items realises for the other Party’s Confidential Information. Each Party will confirm Owner a sum greater than that it does not retain the other Party’s Confidential Information except where the information must be retained owed by the Party Hirer hereunder, the Owner shall nevertheless be entitled to retain that surplus as a legal requirement or where the Call-Off Contract states otherwise.its own funds; and 24.5 All licences, leases and authorisations granted 11.6.2 any expenses incurred by the Buyer to Owner in the Supplier sale or disposal of such items (such as, by way of example only, skip hire fees, rubbish collection charges, legal and other professional advice in relation to sales, auction fees etc) shall be invoiced to the Services will be terminated at Hirer in addition to the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwiseother sums due under this agreement. 24.6 11.7 Termination or expiry of the Call-Off Contract will this agreement shall not affect: ● affect any rights, remedies remedies, obligations or obligations liabilities of the parties that have accrued under up to the Call-Off Contract prior to termination or expiration; ● the right date of either Party to recover any amount outstanding at the time of such termination or expiry; ● , including the continuing rights, remedies or obligations right to claim damages in respect of any breach of the Buyer agreement which existed at or before the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery date of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contractexpiry.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations 13.1 Upon termination of the Parties in respect Contract, however caused: 13.1.1 Our consent to Your possession of the Call-Off Equipment owned by Us shall terminate and you shall deliver up such Equipment in a condition consistent with the performance of Your obligations under the Contract and in such a condition as it is fit for immediate use for its intended purpose We may, by Our authorised representatives, without notice and at Your expense, retake possession of that Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and 13.1.2 without prejudice to any other rights or remedies of Ours, You shall pay to Us on demand: 13.1.2.1 all Rental Payments, Maintenance Fees, Maintenance Charges and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.6; 13.1.2.2 any costs and expenses incurred by Us in recovering the Equipment, repairing it to put it in a condition consistent with the performance of Your obligations under the Contract and in such condition as it is immediately fit for use for its intended purpose and/or in collecting any sums due under the Contract (including any executed SOWs) storage, insurance, repair, transport, legal and remarketing costs). 13.1.2.3 Machine Disconnection, Removal and Transportation Tariff All machines subject to such charges upon removal‌ Hot Drinks, Snack/Cold Drink/Combi, Food machines or water-taps £350 per machine Water-coolers £135 if plumbed else £100 for bottle-fed units 13.2 You acknowledge and agree that the calculation of the Rental Payments set out in the Particulars takes into consideration the expectation that the Contract will automatically terminate upon generate revenue for Us during the expiry Initial Contract Period and thereafter during each annual extension by means of sales of Products to You or through the machine on your site, the provision of Maintenance Services and Excluded Services and any agreed Revenue Fees. Upon termination of the relevant Call-Off ContractContract pursuant to clause 12.2, except those rights and obligations set out in clause 24.6. 24.3 At the end any other repudiation of the CallContract by You which is accepted by Us, without prejudice to any other rights or remedies of Us, You shall pay to Us on demand a sum equal to: 13.2.1 100% of the higher of the Minimum Purchase Amount (or Contracted Weekly Minimums or similar) or Sales Revenues/Free-Off vend usage and billed subsidies going through the machines (based off of the highest 3 months of usage during the preceding 12 month period), which would have been required/achieved during the remainder of the Initial Contract Period or to the next anniversary date after the Initial Contract period 13.2.2 100% of the Minimum Purchase Amount (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that or Contracted Weekly Minimums or similar which would have been on-charged to required during a 90 day notice period, had the Buyer, such as consumablesContract been terminated in accordance with clause 12.1; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; Digital Outcomes and Specialists 4 Framework Agreement Call-Off Contract v2 ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/government/publications/digital-outcomes-and-specialists-4-call-off-contract ○ any items that have been on-charged to the Buyer, such as consumables; and DocuSign Envelope ID: B9E89E71-767E-414E-A12C-F7DD1BEC7581 ● ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off CallOff Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: Digital Outcomes and Specialists 4 Framework Agreement Call-Off Contract v2 ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/government/publications/digital-outcomes-and-specialists-4-call-off-contract DocuSign Envelope ID: B9E89E71-767E-414E-A12C-F7DD1BEC7581 ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29.13.1 Upon termination of this Contract (however caused): 24.2 The rights and obligations (a) our consent to your possession of the Parties in respect Equipment shall terminate and we may, by our authorised representatives, without notice, retake possession of the Call-Off Contract Equipment and for this purpose may enter the Property or any premises at which the Equipment is located; and (including any executed SOWsb) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return without prejudice to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer rights or remedies you may have, you shall pay to the Supplier under the Call-Off Contract; ○ us on demand: (i) any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; outstanding Rental Payment and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were other sums due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, but unpaid at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 ▇▇- ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver , together with any interest accrued pursuant to clause 5.8; and (ii) any costs and cumulative remedies ● expenses incurred by us in recovering the Equipment and/or in collecting any other provision of sums due under the Framework Agreement or Contract (including any storage, repair, transport, and legal costs). 13.2 Upon the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off ContractRental Period, you will be required within four Business Days to return the Equip- ment to our address stated in the Order Form (or other address as notified by us in writing) by first class prepaid recorded delivery or registered post in the packaging provided with the Equipment and then in a suitable container, for example the box the Equipment was delivered in. If you lose the packaging please contact us in accordance with clause 17 (Notices and communications). 13.3 You must notify us of the tracking details for the returned Equipment once known. 13.4 You should keep a copy of any record of posting the Equipment to us in case the Equipment does not reach us. 13.5 If you do not within four Business Days of the expiry of the Rental Period return the Equipment to us, we reserve the right at our sole discretion to charge you an amount equal to the replacement value of the Equipment (and you hereby authorise us to deduct any part of such charges from the Deposit). 13.6 Any returned Equipment must be cleaned and dried in accordance with the instructions for use before be- ing returned to us. 14.1 We will use the personal information you provide to us: (a) to supply the Equipment to you; (b) to process your payment for the Deposit and Rental Payment; and (c) if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us. 14.2 We will not give your personal information to third parties unless where the law either requires or allows us to do so.

Consequences of Termination. 24.1 If (a) Upon the Buyer contracts expiration of this Agreement (provided, that Purchaser has exercised the Option) or its earlier termination by Purchaser pursuant to Section 13.02, or upon a Supply Failure, or, at Purchaser’s request, following Purchaser’s exercise of the Option: (i) Purchaser shall not be obligated to purchase Product exclusively from Supplier; (ii) in addition, for clarity, Purchaser shall purchase from Supplier and Supplier shall sell to Purchaser all Transferred Inventory pursuant to and in accordance with another the Transaction Agreement and all payments for Transferred Inventory will be made solely pursuant to the Transaction Agreement. (b) Upon the expiration of this Agreement (if Purchaser has not exercised the Option) (the “Termination Date”): (i) all Purchase Orders of Products placed by Purchaser pursuant to this Agreement for delivery after the Termination Date shall be automatically cancelled or, at Supplier’s option, transferred to Supplier or its designee. Supplier shall use Commercially Reasonable Efforts to sell, return or allocate for alternate use, any raw materials or production components that were not otherwise used to produce the ordered Products. Subject to the foregoing sentence, in the event that this Agreement so expires or terminates for any reason other than a breach by Supplier, Purchaser shall bear Supplier’s cost of any remaining unused raw materials or production components that were purchased by Supplier solely in reliance on any such Firm Order or Purchaser Order. Purchaser will, at Supplier’s option, (x) be entitled to sell any unsold Product on terms consistent with the Transaction Agreement, for a period of six (6) months following the Termination Date (or such other longer period as required by applicable Laws or agreed by the Parties in writing), or (y) sell to Supplier will comply with Clause 29.or its designee any unsold saleable Products at the price paid by Purchaser to Supplier for such Products and destroy, at its cost, any nonsaleable Products; provided, that Supplier shall determine, in its sole discretion, whether any particular Products are saleable or nonsaleable; and 24.2 The (ii) to the extent necessary for each Party to fulfill its obligations under Section 13.03(b)(i), all rights and obligations of such Party under this Agreement (other than Purchaser’s right to deliver a new Purchase Order, Firm Order or Forecast and Supplier’s obligation to accept any new Purchase Order) shall remain in full force and effect until such Party has fulfilled its obligations under Section 13.03(b)(i). (c) Notwithstanding any other provision of this Agreement, all payments to be made on account of or in conjunction with the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry expiration or termination of the relevant Call-Off Contractthis Agreement (subject to extension as set forth in Section 13.03(d)) shall be made in cash and all previously issued, except those rights and obligations set out unused trade credits shall be settled in clause 24.6cash upon such expiration or termination. 24.3 At the end (d) This Agreement may be extended by mutual agreement of the Call-Off Contract Parties for a period of twelve (howsoever arising)12) months, the Supplier must: ● immediately return provided, that such agreement is reached at least one (1) month prior to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction expiration of the BuyerTerm, provide otherwise the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated Agreement shall expire at the end of the Call-Off Contract period (howsoever arising) without Term. The then current Purchase Price at the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry end of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under Term shall be increased by fifteen percent (15%) and shall apply to all Products shipped and manufactured during the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contractextension term.

Consequences of Termination. 24.1 If (a) Termination of a Booking will not affect any other Bookings which are in effect between Simcocks ’Bus Services and the Buyer contracts Customer at the time of the termination and such other Bookings will continue in accordance with another Suppliertheir respective terms, unless otherwise stated in the Supplier will comply with Clause 29Booking Confirmation. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWsb) will automatically terminate upon On the expiry or termination of a Booking for any reason: (i) the relevant Call-Off Contract, except Customer will pay any Fees that are due and payable (including those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that which may not have been on-charged invoiced prior to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of termination) for the Services under that Booking up to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by ; (ii) the Buyer on Booking will be at an end as to its future operation except for the provision enforcement of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement any right or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier claim in relation to the Services Agreement that arises on, or has arisen before, the expiry or termination; (iii) subject to the Customer complying with its obligations under clause 11.3(b)(i), the Customer will be terminated entitled to retain and use that part of the Deliverable provided by Simcocks ’Bus Services and paid for in full by the Customer on or before the date of expiry or termination; (iv) the Customer must immediately cease using and return to Simcocks ’Bus Services any part of Simcocks ’Bus Services Bus Fleet that is in the Customer’s possession; (v) the Customer must immediately cease using and return to Simcocks ’Bus Services. any of Simcocks ’Bus Services Confidential Information, at the end Customer’s risk and cost, or if such Confidential Information is incapable of being returned, permanently destroying it; and (vi) the Call-Off Contract period (howsoever arising) without Customer must immediately return to Simcocks ’Bus Services any Equipment, property or assets owned or licensed by Simcocks ’Bus Services within the need for the Buyer to serve notice except where the Call- Off Contract states otherwiseCustomer’s possession or control. 24.6 Termination or expiry (c) If a Booking is terminated by Simcocks ’Bus Services in accordance with clause 11.1 due to the Customer’s Event of Default, the Call-Off Contract Customer will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contractpay Simcocks ’Bus Services Unavoidable Costs.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, Purchaser elects to terminate its obligations under Clause 2 of this Agreement pursuant to Clause 6.4.1: 6.5.1 the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect Purchaser to purchase the Shares pursuant to Clause 2 shall lapse and no party shall have any claim against any other pursuant to Clause 2; 6.5.2 the Purchaser shall use all reasonable endeavours to procure that: (i) the Financier shall agree to extend the Financing Arrangements pending sale of the CallShares as contemplated by Sub-Off Contract clause 6.5.3; and (including any executed SOWsii) will automatically terminate upon the expiry or termination of the relevant Call-Off Contractshall not, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (save as specified in Clause 27); ● cease Sub-clause 6.5.3, take any step to use enforce its rights under the Buyer Data andFinancing Arrangements; 6.5.3 the Vendor will consent to the Financier exercising its rights under the Barclays Security to sell the Shares to a third party procured by the Financier or any agent appointed by it; 6.5.4 subject to the Vendor complying with its obligations under this Agreement in all material respects, at the direction Purchaser will pay to the Vendor the amount by which the Third Party Sale Price falls short of the BuyerShare Consideration; 6.5.5 if applicable, provide the Buyer Vendor will pay to the Purchaser the amount by which the Third Party Sale Price exceeds the Share Consideration; -------------------------------------------------------------------------------- -8- 6.5.6 the Purchaser will indemnify and keep indemnified the Vendor and each member of the Vendor Group and their directors, officers and employees against all claims, liabilities, losses, costs and expenses whatsoever and howsoever incurred by any of such persons in connection with the Vendor's ownership and the replacement Supplier with a complete and uncorrupted version proper operation of the Buyer Data Group Companies provided that such indemnity shall not apply to fraud or wilful default on the part of such parties; 6.5.7 the following provision shall have effect if and for so long as this Agreement shall have been assigned by way of security to the Financier: (i) in electronic form this Clause, "Third Party Sale Price" means the proceeds of any disposal pursuant to Clause 6.5 to the extent receivable and received by the Vendor and applied by the Financier in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies permanent reduction of the Buyer Data when they receive Alcor Financing Costs, provided that if the Buyer’s written instructions to do so or 12 months after Shares are not disposed of by 31March, 2000 the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Third Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must Sale Price shall be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is deemed to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.zero;

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. Digital Outcomes and Specialists 3 Framework Agreement Call-Off Contract ▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇▇▇▇-▇-▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇ 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period Digital Outcomes and Specialists 3 Framework Agreement Call-Off Contract ▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇▇▇▇-▇-▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇ (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off CallOff Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 18.1 If the Buyer contracts with another SupplierEmployer, the Supplier will comply with Clause 29. 24.2 The rights and obligations in exercise of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out powers contained in clause 24.6.17.1 shall terminate the Supplier’s employment under this Agreement the following provisions shall take effect: 24.3 At 18.1.1 the end payment of any sum of money that may then be due or accruing from the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer Employer to the Supplier shall be suspended; and 18.1.2 the Supplier shall pay to the Employer the Employer’s reasonable losses and expenses due to termination, but the Supplier shall receive credit for any sum the payment of which is suspended under clause 18.1.1. 18.2 If the Call-Off Contract; ○ any materials created Employer, in the exercise of the powers contained in clause 17.2 or 17.3, shall terminate the Supplier’s employment under this Agreement, or the Agreement and/or Contract Orders are terminated by the Supplier under clause 17.6, the Call-Off Contract where following provisions shall take effect: 18.2.1 the IPRs are owned by Employer shall issue a notice under 8.3 stating the Buyer; ○ any items that have been on-charged amount due to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must Supplier which shall be handed back to the Buyer calculated in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed accordance with the Buyer and provisions of clause 18.2.2; and 18.2.2 the replacement Supplier; ● destroy all copies amount payable on any termination pursuant to clause 17.2 shall be calculated as follows: (i) the value of the Buyer Data when they receive the Buyer’s written instructions work executed up to do so or 12 months after the date of expiry termination calculated in accordance with the provisions of the Contract Orders; (ii) the amounts payable in respect of any preliminary items in so far as the work or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data service comprised therein has been destroyed, except where the retention carried out or performed and a proper proportion of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services such items which have not been partially carried out or performed; (iii) the cost of materials or goods reasonably ordered for the Works which have been delivered to the Buyer by Supplier or for which the date of expiry Supplier is legally liable to accept delivery (such materials or termination; ● provide all information requested by goods becoming the Buyer on the provision property of the Services so that: ○ Employer upon such payment being made to the Buyer is able to understand how Supplier); (iv) a sum being the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all amount of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained any expenditure reasonably incurred by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at expectation of completing the end whole of the Call-Off Works in any Contract period Orders not then completed insofar as such expenditure has not been recovered by any other payments referred to above; and (howsoever arisingv) without the need for reasonable costs of removal of all the Buyer Supplier’s plant, tools, equipment, goods and materials from the Site. The Supplier shall not be entitled to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry payment of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of other loss and/or damage arising from such termination or expiry; ● the continuing rights, remedies or obligations including but not limited to loss of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.profit. No Third Party Rights

Consequences of Termination. 24.1 If In the Buyer contracts with another Supplierevent of termination hereunder: 14.3.1 Under any right of termination set out in this Agreement: all Batches shall be deemed to have been cancelled, the Supplier will comply with except pursuant to Clause 29. 24.2 The rights and 14.3.3, all obligations of Customer to purchase Batches shall be terminated (subject to the Parties termination fees set forth in this Clause 14.3) and Lonza shall be compensated for: (a) all Services and Batches rendered up to the date of termination, including in respect of the Callany Product in-Off Contract process; (including any executed SOWsb) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after costs incurred through the date of expiry termination, including Raw Materials costs and Raw Materials Fees for Raw Materials used or purchased for use in connection with the Project Plan, except as otherwise provided in Appendix A; and (c) all unreimbursed Capital Equipment and related decommissioning charges incurred pursuant to Clause 9, solely to the extent agreed to by the Company as part of the acquisition of Capital Equipment. 14.3.2 Additional Consequences for Termination by Lonza pursuant to Clauses 14.2.3 or 14.2.4: in the event of termination (whichever is the earlier)by Lonza pursuant to Clauses 14.2.3 or 14.2.4, then in addition to Clause 14.3.1, all binding purchase orders shall be deemed cancelled and Customer shall pay a Cancellation Fee of […***…]% in respect thereof, and provide written confirmation Customer shall pay for all Minimum Orders for which it would have been required to submit purchase orders during the MO Year in which termination occurs (if such purchase orders have not already been submitted for such MO Year) and all Minimum Orders for which it would have been required to submit purchase orders during either […***…]; provided, that Lonza shall use reasonable efforts to secure a new project or additional batches under an existing project with a Third Party (excluding any batches with regard to which another customer is then under contractual obligation or binding purchase orders with Lonza to manufacture) for the cGMP manufacturing space and for the period for which Customer is obligated to pay for Minimum Orders under this Clause 14.3.2, and then, in such case, the termination fees due under this Clause 14.3.2 that is replaced by a batch for the replacement project or expanded existing project shall be reduced by an amount equal to the Buyer that production fees associated with such replacement batch. 14.3.3 Additional Consequences for Termination by Customer pursuant to Clause 14.2.3 or 14.2.4 or by either Party pursuant to Clause 14.2.5: in the data has been destroyedevent of termination by Customer in accordance with Clause 14.2.3 or 14.2.4 then in addition to Clause 14.3.1, except where Customer shall have the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work option to cancel without any Cancellation Fee any or all binding purchase orders then in effect or to continue with the Buyer on any work or all binding purchase orders then in progress effect, in which case Customer shall be obligated to purchase and ensure an orderly transition of the Services Lonza shall be obligated to Deliver such non-cancelled Batches pursuant to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to terms of this Agreement. In the Buyer event of termination by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover in accordance with Clause 14.2.5, all binding purchase orders then in effect shall be cancelled without any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off ContractCancellation Fee.

Consequences of Termination. 24.1 20.5.1 If this Agreement is lawfully determined under this clause 20 or under clause 9: (a) the Buyer contracts with another Supplier, Tenant’s interest in and the Supplier rights in relation to the Demised Premises will comply with Clause 29terminate and all fixtures in it may be retained by the Landlord without conferring any right on the Tenant to compensation or allowance but; (b) the parties will retain all rights and remedies for breach of this Agreement before the rescission and/or termination; (c) the Tenant shall immediately cancel all entries relating to this Agreement registered against the Landlord’s title; and (d) clause 16 (Confidentiality) shall remain binding. 24.2 The 20.5.2 If this Agreement is lawfully determined by the Landlord under clause 20.1 (for Tenant’s breach or insolvency), then without prejudice to the Landlord’s rights and obligations remedies as referred to in sub-clause 20.5.1(b) the Tenant shall be liable to the Landlord for all sums the Landlord properly and reasonably incurs in connection with: (a) procuring the removal of the Parties relevant parts of the Tenant’s Works and any and all Tenant’s Variations which are reasonably necessary to enable the Landlord to let the Demised Premises to a third party to a shell finish (but excluding any change which such third party may require); (b) any claim by the Consultants and/or Commissioning Engineer for loss of profit and/or loss of opportunity and any other losses the Consultants and/or Commissioning Engineer may claim in connection with Tenant’s Works not being carried out and completed under the Building Contract; (c) any claim by the Contractor under the Building Contract in connection with procuring the removal of the relevant Tenant’s Works and Tenant’s Variations referred to in sub-clause 20.5.2(a) above including but not limited to any loss of profit and/or loss of opportunity and any other losses the Contractor may claim and/or be entitled to in accordance with the Building Contract (and whether such entitlement is determined in accordance with the Building Contract or settled between the Landlord and the Contractor) in connection with Tenant’s Works not being carried out and completed under the Building Contract PROVIDED ALWAYS that in the event of any claims being settled between the Landlord and the Contractor the Landlord shall keep the Tenant informed of all relevant negotiations prior to such settlement and where the proposed sum payable to the Contractor in relation to all claims under this sub-clause is in excess of five million pounds (£5,000,000) the Landlord shall seek the Tenant’s prior approval not to be unreasonably withheld to the same, such approval to be provided as soon as reasonably practicable and in any event so as not to cause delay to any such negotiations); and shall make payment of such sums within ten working days of receipt of a valid VAT invoice in respect of the Callsame which invoice is to be accompanied by copies of all certificates and notices in relation to payment issued under the Building Contract or relevant appointment. 20.5.3 If this Agreement is lawfully determined by the Tenant under: (a) clause 9; or (b) clause 20.6 (Internal Area); or (c) or clause 20.7 (Works Long Stop Date) or (d) sub-Off Contract clause 20.4.1 or 20.4.2 (including any executed SOWs) will automatically terminate upon Landlord’s breach or insolvency); then without prejudice to the expiry or termination of the relevant Call-Off Contract, except those Tenant’s rights and obligations set out remedies as referred to in sub-clause 24.6. 24.3 At 20.5.1(b) the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return Landlord shall be liable to the Buyer: ○ Tenant for all Buyer Data including all copies of Buyer Software and any other software licensed by sums the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data Tenant has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier properly incurred in relation to the Services will be terminated at Works including but not limited to the end Tenant’s Consultant’s fees and all sums paid to the Landlord by the Tenant under this Agreement (including the Fee). The Landlord shall make payment of such sums within ten working days of receipt of a valid VAT invoice in respect of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwisesame. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29.▇▇▇▇▇▇ 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Call-Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If Notwithstanding any compromise agreement or other remedy, as may be agreed between the parties in writing, all Services provided by Netpractise to the Buyer contracts with another Suppliershall immediately cease. Netpractise shall have no obligation to the Buyer and/or the End-user to continue or complete any actions, the Supplier will comply with Clause 29. 24.2 The rights and obligations works, or services of any kind whatsoever, whether current or planned, for or on behalf of the Parties Buyer and/or the End-User. Netpractise shall be entitled to: Immediately invoice the Buyer in respect full for any and all Products which have been provided to the Buyer and/or the End-User, as the fulfillment of any Purchase Order from the Buyer. Immediately invoice the Buyer in full for any and all Products which have been procured by Netpractise for the fulfillment of any Purchase Order from the Buyer and cannot, at Netpractise’s sole option, be returned by Netpractise to their supplier. Netpractise will then issue said Products to the Buyer. Immediately invoice the Buyer in full for any and all re-stocking charges for all and any Products which can, in Netpractise’s sole opinion, be returned by Netpractise to their supplier and where such Products have been returned by Netpractise to its supplier. Immediately invoice the Buyer in full for all and any Services which have been provided to the Buyer and/or the End-User to the date of the Call-Off Contract (Services are ceased, as the fulfillment of any Purchase Order from the Buyer. The Buyer shall be obliged to pay Netpractise in full, any and all sums due and outstanding, including any executed SOWs) will automatically terminate upon the expiry or termination amounts pursuant to their obligations under this Agreement, within 60-days of the relevant Calldate of termination, without set-Off Contractoff of any kind, except those rights where Netpractise has fulfilled all its obligations under this Agreement. Netpractise shall be obliged to pay the Buyer in full, all sums due and obligations set out in clause 24.6. 24.3 At outstanding, including any amounts pursuant to the end provisions, terms and conditions of this Agreement, within 60- days of the Calldate of termination, without set-Off Contract period (howsoever arising)off of any kind, where the Supplier must: ● Buyer has fulfilled all its obligations under this Agreement. Both Parties shall immediately cease to utilise and shall demonstrably destroy, or return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and other in full, any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all intellectual property and/or confidential information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all and/or Confidential Materials of the other Party’s Confidential Informationas may have been supplied and/or interpreted under this Agreement. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwiseThe Buyer shall immediately cease to affiliate itself with Netpractise in any manner. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, Purchaser elects to terminate its obligations under Clause 2 of this Agreement pursuant to Clause 7.5: 7.6.1 the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect Purchaser to purchase the Shares pursuant to Clause 2 shall lapse and no party shall have any claim against any other pursuant to Clause 2; 7.6.2 the Purchaser shall use all reasonable endeavours to procure that: (i) the Financier shall agree to extend the Financing Arrangements pending sale of the CallShares as contemplated by Sub-Off Contract clause 7.6.3; and (including any executed SOWsii) will automatically terminate upon the expiry or termination of the relevant Call-Off Contractshall not, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (save as specified in Clause 27); ● cease Sub-clause 7.6.3, take any step to use enforce its rights under the Buyer Data andFinancing Arrangements; 7.6.3 the Vendor will consent to the Financier exercising its rights under the Barclays Security to sell the Shares to a third party procured by the Financier or any agent appointed by it; 7.6.4 subject to the Vendor complying with its obligations under this Agreement in all material respects, at the direction Purchaser will pay to the Vendor the amount by which the Third Party Sale Price falls short of the BuyerShare Consideration; 7.6.5 if applicable, provide the Buyer Vendor will pay to the Purchaser the amount by which the Third Party Sale Price exceeds the Share Consideration; 7.6.6 the Purchaser will indemnify and keep indemnified the Vendor and each member of the Vendor Group and their directors, officers and employees against all claims, liabilities, losses, costs and expenses whatsoever and howsoever incurred by any of such persons in connection with the Vendor's ownership and the replacement Supplier with a complete and uncorrupted version proper operation of the Buyer Data Group Companies provided that such indemnity shall not apply to fraud or wilful default on the part of such parties; 7.6.7 the following provision shall have effect if and for so long as this Agreement shall have been assigned by way of security to the Financier: (i) in electronic form this Clause, "Third Party Sale Price" means the proceeds of any disposal pursuant to Clause 7.6 to the extent receivable and received by the Vendor and applied by the Financier in permanent reduction of the formats Alcor Financing Costs, provided that if the Shares are not disposed of by 31 March,the Purchaser will pay to the Vendor an amount equal to the difference between the Alcor Financing Costs and on media agreed the Third Party Sale Price and shall indemnify the Vendor against all other costs, losses and expenses incurred by the Vendor or any Vendor Group Company (other than a Group Company) in connection with the Buyer and the replacement Supplier; ● destroy all copies Sale of the Buyer Data when they receive the Buyer’s written instructions Shares referred to do so or 12 months after the date of expiry or termination (whichever is the earlier)in Clause 7.6.1, and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.and

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: Digital Outcomes and Specialists 4 Framework Agreement Call-Off Contract v2 ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/government/publications/digital-outcomes-and-specialists-4-call-off-contract ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off CallOff Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWsa) will automatically terminate upon the expiry or Upon termination of this AGREEMENT, VITAE shall have the relevant Call-Off Contract, right to retain any sums already paid by QUEST hereunder (except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27Section 11.05(a); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation QUEST shall pay all sums accrued hereunder which are then due. (b) Upon termination of this AGREEMENT, all licenses granted to the Buyer that the data has been destroyedQUEST hereunder shall automatically terminate; provided, however, that, except where as provided in Section 2.03, no termination of this AGREEMENT shall affect the retention rights of Buyer Data QUEST’s AFFILIATES and sublicensees (or their sublicensees) under any sublicense agreement previously entered into in accordance with this AGREEMENT. (c) Upon termination of this AGREEMENT other than if QUEST terminates this AGREEMENT because of VITAE’s uncured breach of a material provision pursuant to Section 11.02, VITAE shall automatically be granted, and hereby is required by Law; ● vacate the Buyer premises; ● work granted, an exclusive license, with the Buyer on any work in progress and ensure an orderly transition of the Services right to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licencesgrant sublicense, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the CallQUEST PATENTS and QUEST KNOW-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding HOW held by QUEST at the time of termination, to make, have made, use, sell, offer for sale and import any LICENSED PRODUCTS in the TERRITORY, provided that QUEST shall retain all rights and interests in such QUEST PATENTS and QUEST KNOW-HOW to the extent that such are not related to any LICENSED PRODUCT. In addition, QUEST shall transfer to VITAE, at VITAE’s cost, all QUEST KNOW-HOW reasonably required by VITAE to manufacture, market, promote and distribute LICENSED PRODUCTS. (d) Furthermore, QUEST shall, within thirty (30) days after the effective date of a termination other than a termination by QUEST pursuant to Section 11.02, use all reasonable endeavors to take all steps and execute all documents reasonably necessary to assign and/or transfer (to the extent legally permissible in the relevant country) all REGULATORY APPROVALS in QUEST’s name or expiry; ● in the continuing rightsname of QUEST’s AFFILIATES, remedies sublicensees or obligations distributors related to LICENSED PRODUCTS to VITAE or its designee, provided that VITAE shall be responsible for any reasonable associated out-of-pocket costs related to such transfer. In the event that no such assignment and/or transfer pursuant to this Paragraph may legally be made, then upon the request of VITAE, QUEST shall forthwith surrender such REGULATORY APPROVALS or applications for cancellation. In addition, upon VITAE’s request, QUEST shall, within the same time period, deliver to VITAE or its designee any documents relating to applications for REGULATORY APPROVALS in its possession, provided that VITAE shall be responsible for any reasonable associated out-of-pocket costs of transfer. (e) Upon termination of this AGREEMENT other than if QUEST terminates this AGREEMENT because of VITAE’s uncured breach of a material provision pursuant to Section 11.02, QUEST shall assign all PRODUCT TRADEMARKS to VITAE. For clarity, QUEST need not assign any housemarks or other trademarks that are not specifically associated with a LICENSED PRODUCT. (f) Upon termination of this AGREEMENT other than if VITAE terminates this AGREEMENT because of QUEST’s uncured breach of a material provision pursuant to Section 11.02, QUEST shall have the right to sell its inventory of LICENSED PRODUCTS, subject to payment of applicable royalties and milestone payments to VITAE. Within [* * *] after the effective date of termination of this AGREEMENT, QUEST shall notify VITAE of the Buyer or amount of LICENSED PRODUCTS that QUEST, its AFFILIATES, sublicensees and distributors then have on hand, the Supplier under clauses: ○ 8 - Payment Terms sale of which would, but for the termination, be subject to royalty, and VAT ○ 9 - Recovery QUEST, its AFFILIATES, sublicensees and distributors shall thereupon be permitted to sell that amount of Sums Due and Right LICENSED PRODUCTS for a period of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict [* * *] following the effective date of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences such termination, provided that QUEST shall pay the royalty thereon at the time herein provided for, as well as any sales milestones that are achieved as a result of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contractsuch sales.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ Liability ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; Digital Outcomes and Specialists 2 Framework Agreement Call-Off Contract 45 | P a g e Senior Customer Liaison (JPO Comms Mgr) ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Call-Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: Digital Outcomes and Specialists 2 Framework Agreement Call-Off Contract 46 | P a g e Senior Customer Liaison (JPO Comms Mgr) ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 (a) If LifeScan terminates this Agreement under clause 19.6(c) or (d), it will pay the Buyer contracts with another Supplier, amount specified in Appendix H: (b) In the Supplier will comply with Clause 29event of termination of this Agreement due to UBS’ breach pursuant to clause 19.2 UBS acknowledges and agrees LifeScan shall have the option to require UBS to provide all the manufacturing assistance services listed in clause 12(e) to enable LifeScan promptly to put in place LifeScan’s own qualified manufacturing line it being understood (i) LifeScan shall at its expense acquire any equipment it requires for such line and (ii) such assistance shall be at the reasonable expense of UBS. 24.2 The rights (c) In the event of termination of this Agreement by LifeScan (other than for UBS’ breach pursuant to clause 19.2), LifeScan shall purchase at book value all inventory of Products or components of Products, in each case relating solely to Products that have been ordered by LifeScan and obligations solely to the extent that such inventory is saleable and in compliance with the applicable Product Specifications (Qualified Inventory); provided that, LifeScan shall not be obligated to pay for more than a six month supply (determined on the basis of orders submitted by LifeScan in the course of the Parties in respect six months preceding termination) of such inventory and components. (d) In the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry event of termination of this Agreement by LifeScan for UBS’ breach pursuant to clause 19.2 or termination of this Agreement by UBS, LifeScan shall have the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6option to purchase at book value all or any portion of the Qualified Inventory. 24.3 At (e) Termination of this Agreement for any reason shall not release either party hereto from any liability which at such time has already accrued or which thereafter accrues from a breach or default prior to such expiration or termination, nor affect in any way the end survival of the Call-Off Contract period any other right, duty or obligation of either party hereto which is expressly stated elsewhere in this Agreement to survive such termination. (howsoever arising)f) Upon termination of this Agreement, the Supplier must: ● immediately return UBS shall transfer to LifeScan in an orderly and prompt fashion all records and data relating to the Buyer: ○ Products, including the device master record, device history record, design history file and all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier)product inquiry records, and provide written confirmation such records and data shall be the property of LifeScan. UBS shall also cooperate with LifeScan to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure achieve an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need manufacturing operations for the Buyer Products to serve notice except where the Call- Off Contract states otherwiseLifeScan or its designee. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier(a) Following termination of this Agreement for any reason, the Supplier will comply with Clause 29.shall immediately on UBS’ request: 24.2 The rights and obligations of (i) provide unless otherwise agreed by the Parties in respect writing such assistance as is reasonably necessary to UBS for an orderly assumption of the Call-Off Contract Services by a third party or UBS; (including any executed SOWsii) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return continue to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data Services in electronic form in the formats and on media agreed accordance with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions Agreement up to do so or 12 months after the date of expiry or termination and thereafter where and to the extent required by UBS pursuant to Clause 9.8(e); (whichever iii) deliver to UBS (on media, in formats and to such address as may be specified by UBS) or return to UBS all materials and copies thereof (whether in hard or electronic format) relating to the Confidential Information of UBS together with a certificate of confirmation from a senior authorised representative of the Supplier that it has complied with all of its obligations under this Agreement; (iv) deliver to UBS all copies of the Work Products that the Supplier or any Sub-contractor has developed up to the termination date and destroy any residual copies on its systems; provided however that Supplier may retain a minimum of one copy of all Work Products and relevant project documentation for archival and audit purposes, on the condition that all such Work Products and project documentation is treated as UBS Confidential Information; and (v) comply with any further express termination related obligations set out in the earlierrelevant Task Order. (b) Following termination of this Agreement by UBS pursuant to Clause 9.2 or 9.3 (except where terminated as a result of UBS’ ability to carry out its obligations under this Agreement pursuant to clause 9.3(c)): (i) UBS shall pay to the Supplier Charges for any Work Products Accepted by UBS or for any agreed Services or Software provided to UBS up to the date of termination of the Agreement, provided that no Charges shall be payable in respect of any Service or Work Product which is non-compliant, and provide written confirmation the Charges payable shall be the previously agreed Charges for such Work Products, Services or Software; but (ii) UBS shall be entitled to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which or all Work Products where such Work Products have not been delivered Accepted in accordance with the terms of this Agreement prior to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision termination of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer Agreement and the replacement supplier can conduct due diligence. 24.4 Each Party will return Supplier shall give a full refund of all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained monies paid by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer UBS to the Supplier in relation connection with such returned Work Products. (c) Following termination of this Agreement for any reason, the Supplier shall give a full refund for any and all Services paid for by UBS but not provided by the Supplier prior to the Services will be terminated at the end date of termination of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwiseAgreement. 24.6 Termination (d) Following termination of this Agreement by UBS pursuant to Clause 9.4 and where terminated as a result of UBS’ ability to carry out its obligations under this Agreement pursuant to clause 9.3(c), UBS shall pay to the Supplier Charges for all Services, Work Products or expiry Software provided to UBS up to the date of termination of the Call-Off Contract will not affect: ● any rightsAgreement, remedies or obligations accrued under such Charges being the Call-Off Contract prior previously agreed Charges for such * Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to termination or expiration; ● the right confidentiality request. Omissions are designated as [*]. A complete version of either Party to recover any amount outstanding at this agreement has been filed separately with the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms Securities and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off ContractExchange Commission.

Consequences of Termination. 24.1 If (1) In the event of termination of this Agreement for any reason other than if Buyer terminates this Agreement for the material breach under Section 8(d) of the Agreement by Seller, then Buyer shall within [ * ] assign to Seller the Purchased Assets, and, if the Buyer contracts with another Supplier(for purposes of this subsection, Buyer shall not include any Acquirer) has, prior to such termination, initiated a Prenylation Program, then Buyer shall within [ * ] also assign to Seller any Compounds and associated Know-How made or tested in such Prenylation Program controlled by Buyer as of the Supplier will comply with Clause 29. 24.2 The date of termination and all data and health registrations obtained by it and necessary to continue to develop or sell any Product containing any such Compounds, including all such Compounds that Buyer entered into clinical development and Products containing such Compounds for which Buyer received regulatory approval, and to the extent not already assigned above, any material information regarding any such Compound(s) and/or Product(s) entered into clinical development by Buyer (the “Supporting Documents”), subject to the rights of any Third Party in such Product(s), provided, however, that Seller shall take each such Compound subject to the same rights and obligations (if any) of Buyer pursuant to which such Compound was acquired by Buyer. For clarity, nothing in this subsection 8(f)(1) provides Seller any claim on termination of this Agreement to any Compound or Product other than Compounds and Products made, tested, and or developed by Buyer in a Prenylation Program prior to any acquisition of Buyer by a Third Party. If Seller then elects to develop or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. license a Third Party to develop a Compound and/or Product with the use of such Supporting Documents, then, except for termination of this Agreement by Buyer pursuant to Section 8(b), or by Seller pursuant to Section 8(d), Buyer and Seller shall meet to agree upon the financial terms for compensating Buyer for the use of such Supporting Documents. (2) In the event of an occurrence which would give Buyer the right to terminate this Agreement for the material breach under Section 8(d) of the Parties Agreement by Seller, then in respect lieu of exercising such right, Buyer shall have the Call-Off Contract (including any executed SOWs) will automatically terminate right, upon the expiry or termination of the relevant Call-Off Contractnotice to Seller, except those to elect to continue its rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer Purchased Assets under this Agreement subject to the Supplier under the Call-Off Contract; ○ any materials created following: Net Sales Payment Consideration obligations to Seller hereunder shall be reduced by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence[ * ]. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier9.1 On termination of this Agreement for any reason, the Supplier will comply with Clause 29.Customer shall: 24.2 The rights (a) return the Goods to the Lender at its address on Page 1 or such other address as the Lender may specify in the same condition as at the Date of this Agreement (fair wear and obligations tear excepted) or, if the Customer does not return them, the Lender may repossess them and for such purpose the Customer hereby grants the Lender and its authorised servants and agents an irrevocable licence to enter any premises occupied by the Customer from time to time; and (b) pay to the Lender: (i) all arrears owing up to the date of termination; (ii) as liquidated damages, the Payments payable during the un- expired portion of the Parties Hire Period discounted (in respect accordance with the Lender’s normal practice) up to a maximum rate of 2% (the Call-Off Contract “Termination Sum”); and (including iii) any executed SOWs) will automatically terminate upon costs incurred in enforcing the expiry or termination of Lender’s right under this Agreement and restoring the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At Goods to substantially the end of the Call-Off Contract period same condition (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made after allowing for reasonable fair wear and tear) as the Goods were in at the commencement of this Agreement; (c) in addition to the termination figure calculated above, the Customer will also pay to the Lender any costs incurred by it in repossessing, repairing, storing, insuring and selling the Goods, delivering them to a buyer and any sales commission paid by the Lender upon demand. 9.2 After termination of this Agreement the Lender will, if the Lender is in possession of the Goods, try to sell them and provided the Customer pays all the above sums the Lender will pay to the Customer the net proceeds of sale of the Goods (excluding VAT and the Lender’s cost of repossession, insurance, storage and sale). ● immediately upload any items that are or were due to For the purposes of this clause net proceeds of sale will be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction net proceeds of sale of the Buyer, provide the Buyer Goods (excluding VAT and the replacement Supplier with a complete Lender’s cost of repossession, insurance, storage and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arisingsale) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.received by

Consequences of Termination. 24.1 If 24.5.1 In the Buyer contracts with another Supplierevent of termination under any provision of this Contract, the Supplier will comply with Clause 29Contractor shall: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) if, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. 24.2 The rights (d) the Performance Bank Guarantee shall stand forfeited in full and obligations shall be absolutely at the disposal of the Parties in respect Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Call-Off Contract (including Contractor. The Corporation may, to the exclusion of any executed SOWs) will automatically terminate upon the expiry or termination right of the relevant Call-Off ContractContractor over the same, except those rights take over and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and use any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are Contractor’s Equipment owned by the Buyer; ○ any items that have been on-charged Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Buyer, Contractor that such as consumables; and ○ all equipment provided Contractor’s Equipment will be returned to the Supplier. This equipment must be handed back Contractor at or near the Site and shall return such Contractor’s Equipment to the Buyer Contractor in good working order (allowance will accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be made determined after completion of such Facilities/Works.  If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for reasonable wear and tear)such excess. ● immediately upload any items that are or were  If such excess is greater than the sums due to be uploaded the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the repository when Corporation, and if such excess is less than the Call-Off Contract was terminated (as specified sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor.  The Corporation and Contractor shall agree, in Clause 27); ● cease to use writing, on the Buyer Data and, at the direction of the Buyer, provide the Buyer computation described above and the replacement Supplier with a complete and uncorrupted version of the Buyer Data manner in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return which any sums prepaid for Services which have not been delivered to shall be paid and in case of any issue/dispute arising therein, the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must same shall be retained by the Party resolved as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued per dispute resolution mechanism under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off this Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the 10.1 On expiry or termination of the relevant Call-Off ContractAgreement or the applicable Statement of Work (as the case may be), except those rights and obligations set out in clause 24.6.however caused: 24.3 At (a) the end Supplier's consent to the Client's possession of the Call-Off Contract period Rental Devices shall terminate; (howsoever arising)b) the Client shall be responsible for the backup of Client Data before the Supplier retakes possession of the Rental Devices; (c) the Supplier may with or without notice and at the Client's expense, request a suitable time, date and location to retake possession of the Rental Devices and for this purpose the Client irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Client (including with vehicles) at which the Rental Devices are located; and (d) without prejudice to any other rights or remedies of the Client, the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer Client shall pay to the Supplier under on demand: (i) all Fees and other sums due but unpaid at the Call-Off Contractdate of such demand together with any interest accrued pursuant to the Agreement; ○ and (ii) any materials created costs and expenses incurred by the Supplier in recovering the Rental Devices or in collecting any sums due under the Call-Off Contract where the IPRs are owned by the Buyer; ○ Agreement (including any items that have been on-charged to the Buyerstorage, such as consumables; insurance, repair, transport, legal and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tearremarketing costs). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party 10.2 The Supplier will return all of inspect the other Party’s Confidential Information. Each Party will confirm that it does not retain Rental Devices and determine if Client returned the other Party’s Confidential Information except Rental Devices in Working Order and in accordance with its obligation at paragraph 7.1(d) where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated applicable at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination Rental Period or expiry on termination of the Call-Off Contract Agreement for any reason. If the Supplier, in its sole discretion, finds that the condition of the Rental Devices is not deemed to be in Working Order or in accordance with its obligation at paragraph 7.1(d) where applicable, the Supplier will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party be entitled to recover any amount outstanding at costs or expenses it expects to incur to replace or restore the time of such termination Rental Devices to Working Order. 10.3 The sums payable pursuant to paragraphs 10.1 and 10.2 shall be agreed compensation for the Supplier's loss and shall be payable in addition to the sums payable pursuant to paragraph 10.1(d). Such sums may be partly or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● wholly recovered from any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off ContractDeposit.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Suppliera replacement supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period Period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period Period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29clause 28. 24.2 The rights and obligations of the Parties in respect of the this Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant this Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● • immediately return to the Buyer: ○ • all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the this Call-Off Contract; ○ • any materials created by the Supplier under the this Call-Off Contract where the IPRs are owned by the Buyer; ○ • any items that have been on-charged to the Buyer, such as consumables; and ○ • all equipment Equipment provided to the SupplierSupplier pursuant to clause 41. This equipment Equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● • immediately upload any items that are or were due to be uploaded to the repository when the this Call-Off Contract was terminated (as specified in Clause clause 27); ● • cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● • destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier)termination, and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● • vacate the Buyer premises; ● • work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● • return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● • provide all information requested by the Buyer on the provision of the Services so that: ○ • the Buyer is able to understand how the Services have been provided; and ○ • the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the this Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- this Call-Off Contract states otherwise. 24.6 Termination or expiry of the this Call-Off Contract will not affect: ● • any rights, remedies or obligations accrued under the this Call-Off Contract prior to termination or expiration; ● • the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● • the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ • 8 - Payment Terms and VAT ○ • 9 - Recovery of Sums Due and Right of Set-Off ○ • 11 - Confidentiality ○ • 12 - Conflict of Interest ○ • 13 - Intellectual Property Rights ○ • 24 - Consequences of Expiry or Termination ○ 28 • 33 - Staff Transfer ○ Liability • 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● • any other provision of the Framework Agreement or the this Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the this Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: Digital Outcomes and Specialists 4 Framework Agreement Call-Off Contract v2 ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/government/publications/digital-outcomes-and-specialists-4-call-off-contract ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29.▇▇▇▇▇▇ 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Confidentia l Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Call- Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Call-Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If 19 <PAGE> (a) Promptly after notice of termination from either Party under any provision of Section 10.5 and 10.6, CTI and RPS shall meet to discuss and agree in writing upon a manufacturing wind down plan for this Agreement ("Wind Down Plan"). Such Wind Down Plan shall include, among other things, a mutually agreeable quantity of Compound that RPS will continue to manufacture during the Buyer contracts with another Suppliertermination period, if any; provided however,that in the Supplier will comply with Clause 29. 24.2 The rights and obligations event of a termination by CTI under Section 10.5, at a minimum, RPS shall be entitled to complete the manufacturing of all Compound work-in-progress at the time CTI's notice of termination is received by RPS. In the case of termination by CTI under Section 10.2 or by RPS under Section 10.1 the Parties shall also meet to agree on a Wind Down Plan, provided, however, that each of the Parties shall be expected to carry out their respective Compound manufacturing, sale, and purchase obligations hereunder through the applicable termination date without any reduction in respect the volume of Compound required to be so manufactured, sold and purchased. (b) In the Call-Off Contract event of a termination by CTI under Section 10.5, CTI will pay to RPS the price applicable hereunder for all Compound manufactured by RPS hereunder prior to receipt of CTI's termination notice (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights without limitation all validation batches and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising[**]), the Supplier must: ● immediately return to the Buyer: ○ for all Buyer Data including all copies of Buyer Software and any other software licensed additional Compound that has been agreed by the Buyer Parties in the Wind Down Plan to be made during the Supplier termination period, if any, and, if none, then CTI will purchase all Compound manufactured from work-in-progress at the time CTI's termination notice is received by RPS at RPS's cost; provided, however, that CTI shall not be obliged to purchase any minimum additional volume of Compound to be produced during such termination period as might be required under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction terms of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions Section 2.1(b) unless CTI wishes to do so in its sole discretion; (c) In the event of a termination by CTI under Sections 10.2 or 12 months after 10.5, CTI will reimburse RPS for its cost of unused Raw Materials and intermediates to the extent that RPS is not able to cancel an order for or resell any of such Raw Materials and intermediates to Third Parties. Upon the request of CTI, RPS shall deliver all such Raw Materials and intermediates to a location indicated by CTI, at CTI's sole cost and expense; (d) In the event of a termination by CTI under Sections 10.2 or 10.5, CTI will reimburse RPS for all other out-of-pocket costs and expenses reasonably incurred by RPS due to the early termination of this Agreement by CTI, including without limitation any cost associated with the cancellation of contracts for supplies, materials and services purchased by RPS in reliance upon this Agreement running for its full Term and will reimburse RPS for [**]-percent ([**]%), or such lesser percentage as mutually agreed at the time (taking into account, among other things, the amount of Compound purchased by CTI as of the date of expiry or the notice of termination (whichever is and the earlierextent of the capital work already completed), of (i) any costs and provide written confirmation to expenses incurred by RPS in connection with the Buyer work described in the Manufacturing Site Capital Project and (ii) the reasonable out-of-pocket cost of [**] any such capital improvements that RPS must undertake; provided, however, that the data has been destroyedcombined total of (i) and (ii) shall not exceed US$ [**], except where and that CTI will have no liability to RPS for such costs in (i) or (ii) if CTI purchases no less than [**] metric tons of Compound hereunder at a price of no less than the retention Initial Delivery Period price of Buyer Data US$[**] per kilo; (e) At CTI's request, RPS shall provide to CTI all Intellectual Work Product documentation and information that is required by Law; ● vacate in RPS' possession, including, but not limited to, identification of suppliers of Raw Materials and instructions for the Buyer premises; ● work with the Buyer on any work in progress synthesis, processing and ensure an orderly transition analysis of the Services Compound and shall provide such reasonable assistance needed by CTI to transfer the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision production of the Services so that: ○ Compound or any Raw Material to a Third Party ("Technology Transfer"); 20 <PAGE> (f) In the Buyer is able to understand how event that CTI terminates this Agreement under Sections 10.2 or the Services have been provided; Parties terminate this Agreement under Section 10.6, CTI shall reimburse RPS for any reasonable out-of-pocket costs and ○ expenses RPS incurs for the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licencesTechnology Transfer, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated including without limitation FTE expenses at RPS at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - Payment Terms and VAT ○ 9 - Recovery of Sums Due and Right of Set-Off ○ 11 - Confidentiality ○ 12 - Conflict of Interest ○ 13 - Intellectual Property Rights ○ 24 - Consequences of Termination ○ 28 - Staff Transfer ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or rates then charged by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.RPS;

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29. 24.2 The rights and obligations of the Parties in respect of the Call-Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; ○ any materials created by the Supplier under the Call-Off Contract where the IPRs are owned by the Buyer; ○ any items that have been on-charged to the Buyer, such as consumables; and ○ all equipment provided to the Supplier. This equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off Contract was terminated (as specified in Clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier), and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; ● vacate the Buyer premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ • the Buyer is able to understand how the Services have been provided; and ○ • the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Call-Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off Contract prior to termination or expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ • 8 - Payment Terms and VAT ○ • 9 - Recovery of Sums Due and Right of Set-Off ○ • 11 - Confidentiality ○ • 12 - Conflict of Interest ○ • 13 - Intellectual Property Rights ○ • 24 - Consequences of Termination ○ • 28 - Staff Transfer ○ • 34 - ▇▇▇▇▇▇▇▇▇ ○ Liability • 35 - Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off Contract.

Consequences of Termination. 24.1 If the Buyer contracts with another Supplier, the Supplier will comply with Clause 29clause 28. 24.2 The rights and obligations of the Parties in respect of the Call-Off this Call­Off Contract (including any executed SOWs) will automatically terminate upon the expiry or termination of the relevant Call-Off this Call­Off Contract, except those rights and obligations set out in clause 24.6. 24.3 At the end of the Call-Off Call­Off Contract period (howsoever arising), the Supplier must: ● immediately return to the Buyer: ○ all Buyer Data including all copies of Buyer Software and any other software licensed by the Buyer to the Supplier under the Call-Off Contract; this Call­Off Contract; ○ any materials created by the Supplier under the Call-Off this Call­Off Contract where the IPRs are owned by the Buyer; Buyer; ○ any items that have been on-charged on­charged to the Buyer, such as consumables; consumables; and ○ all equipment Equipment provided to the SupplierSupplier pursuant to clause 41. This equipment Equipment must be handed back to the Buyer in good working order (allowance will be made for reasonable wear and tear). ● immediately upload any items that are or were due to be uploaded to the repository when the Call-Off this Call­Off Contract was terminated (as specified in Clause 27); clause 27); ● cease to use the Buyer Data and, at the direction of the Buyer, provide the Buyer and the replacement Supplier with a complete and uncorrupted version of the Buyer Data in electronic form in the formats and on media agreed with the Buyer and the replacement Supplier; Supplier; ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 months after the date of expiry or termination (whichever is the earlier)termination, and provide written confirmation to the Buyer that the data has been destroyed, except where the retention of Buyer Data is required by Law; Law; ● vacate the Buyer premises; premises; ● work with the Buyer on any work in progress and ensure an orderly transition of the Services to the replacement supplier; supplier; ● return any sums prepaid for Services which have not been delivered to the Buyer by the date of expiry or termination; termination; ● provide all information requested by the Buyer on the provision of the Services so that: ○ the Buyer is able to understand how the Services have been provided; provided; and ○ the Buyer and the replacement supplier can conduct due diligence. 24.4 Each Party will return all of the other Party’s Confidential Information. Each Party will confirm that it does not retain the other Party’s Confidential Information except where the information must be retained by the Party as a legal requirement or where the Call-Off this Call­Off Contract states otherwise. 24.5 All licences, leases and authorisations granted by the Buyer to the Supplier in relation to the Services will be terminated at the end of the Call-Off Call­Off Contract period (howsoever arising) without the need for the Buyer to serve notice except where the Call- Off this Call­Off Contract states otherwise. 24.6 Termination or expiry of the Call-Off this Call­Off Contract will not affect: ● any rights, remedies or obligations accrued under the Call-Off this Call­Off Contract prior to termination or expiration; expiration; ● the right of either Party to recover any amount outstanding at the time of such termination or expiry; expiry; ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses: ○ 8 - ­ Payment Terms and VAT ○ 9 - ­ Recovery of Sums Due and Right of Set-Off Set­Off ○ 11 - ­ Confidentiality ○ 12 - ­ Conflict of Interest ○ 13 - ­ Intellectual Property Rights ○ 24 - ­ Consequences of Expiry or Termination ○ 28 - Staff Transfer 33 ­ Liability ○ 34 - ▇▇▇▇▇▇▇▇▇ ○ 35 - ­ Waiver and cumulative remedies ● any other provision of the Framework Agreement or the Call-Off this Call­Off Contract which expressly or by implication is to be performed or observed notwithstanding termination or expiry will survive the termination or expiry of the Call-Off this Call­Off Contract.