Common use of Control of the Contract Clause in Contracts

Control of the Contract. Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts for the provision of services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): ‫the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts for the provision of services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): ‫the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment F1 Transfer and Sub-Contracting Contracting F1.1 Except where clauses 26.5 F1.4 and 26.6 applyF1.5 applies, the Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. . F1.2 The Contractor shall be responsible for the acts and omissions of its subSub-contractors as though they are its own. . F1.3 Where the Authority has consented to the placing of sub-contracts for the provision of servicescontracts, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority or as soon as reasonably practicable. Alternatively, the Authority may require that, practicable if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. requested within ten (10) Working Days. F1.4 Notwithstanding clause 26.1F1.1, the Contractor may assign to a third party ("“the Assignee"”) the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11)this Contract. Any assignment under this clause 26.5 F1.4 shall be subject to: ‫reduction : a) reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; [C3 Recovery of Sums Due (Non Welfare to Employment)] [C4 Recovery of Sums Due (Welfare to Employment)]; b) all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and and c) the Authority receiving notification under both clauses 26.6 F1.5 and 26.7. ‫In F1.6. F1.5 In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5F1.4, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. . F1.6 The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. payment at least 5 Working Days prior to submission of the relevant invoice. F1.7 The provisions of clause 11 C2 (Payment and Contract Price) shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. . F1.8 Subject to clause 26.11F1.10, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit to: a) any Contracting Body; b) any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or c) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. . F1.9 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority Body shall not, subject to clause 26.9F1.8, affect the validity of the Contract. In such circumstances, the Contract shall continue in full force and effect for bind and inure to the benefit of any successor body to the Authority. . F1.10 If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 F1.8 to a body which is not a Contracting Authority, Body or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority Body (in the remainder of this clause both such bodies being referred to as the "“Transferee"): ‫the ”): a) the rights of termination of the Authority in clauses 36 H1 (Termination on Insolvency and Change of Control and InsolvencyControl) and 37 H2 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency insolvency, or Default of the Transferee; and and b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The . F1.11 The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. . F1.12 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying it carries out of whatever further actions, actions (including the execution of further documents), ) the other Party reasonably requires from time to time for the purpose of giving that other Party party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts for the provision of services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction ‫‍reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In ‫‍In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): ‫the ‫‍the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The ‫‍The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment F1 Transfer and Sub-Contracting Contracting F1.1 Except where clauses 26.5 F1.4 and 26.6 applyF1.5 applies, the Contractor shall not assign, sub-sub- contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. . F1.2 The Contractor shall be responsible for the acts and omissions of its sub-Sub- contractors as though they are its own. . F1.3 Where the Authority has consented to the placing of sub-contracts for the provision of servicesContractor entering into a sub- contract, copies a copy of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. Alternativelywithin ten (10) Working Days of the Authority’s request. F1.4 The Contractor shall ensure that each Sub-contract shall include: (a) provisions which will enable the Contractor to discharge its obligations under the Contract, including but not limited to adherence to the Minimum Performance Levels and the Customer Service Standards; (b) a right under the Contracts (Rights of Third Parties) Xxx 0000 for the Authority may require that, if to enforce any provisions under each Sub-contract which are capable of conferring a benefit on the Authority; (c) a provision enabling the Contractor wishes to assign, novate or otherwise transfer any of its rights and/or obligations under each Sub-contract to the Authority or any Replacement Contractor without restriction (which for the avoidance of doubt shall mean without any need to obtain any consent or approval from any Sub-contractor) or payment by the Authority; (d) obligations no less onerous on each Sub-contractor than those imposed on the Contractor under this Contract in respect of (i) data protection requirements set out in Clause E; (ii) FOIA requirements set out in Clause E; (iii) the obligation not to cause material adverse publicity or damage the reputation of the Authority set out in Clause E; (iv) the keeping of records in respect of the services being provided under the Sub-contract; and (v) the conduct of audits set out in Clause E (e) provisions enabling the Contractor to terminate each Sub-contract on terms no more onerous on the Contractor than those imposed on the Authority under Clause H of the Contract; (f) a provision restricting the ability of the Sub-contractor to sub-contract all or any obligations part of the services supplied under each Sub-contract without first seeking Approval (g) a provision enabling the Contract for the provision of services at any time it shall submit a list of sub-contractors to Contractor, the Authority for approval. or any other person on behalf of the Authority to itself supply or procure the supply or all or part of the services being supplied under each Sub-contract on substantially the same terms as are set out in Clause F5.3 ] (h) and all such other provisions as may be required to be set out elsewhere in this Contract. F1.5 The Contractor shall obtain not terminate or materially amend the terms of any Sub- contract without Approval. F1.6 The Authority may require the Contractor to terminate a Sub-contract where: (a) the acts or omissions of the relevant Sub-contractor have caused or materially contributed to the Authority’s prior written approval before changing right of termination pursuant to Clause H; and/or (b) the relevant Sub-contractor or any of its Affiliates have embarrassed the subAuthority or otherwise brought the Authority into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Authority, regardless of whether or not such act or omission is related to the Sub-contractors so approved. The Authority shall not unreasonably withhold contractor’s obligations in relation to the Services or delay such approval. otherwise. F1.7 Notwithstanding clause 26.1F1.1, the Contractor may assign to a third party ("“the Assignee"”) the right to receive payment of the Contract Price Fees or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11)this Contract. Any assignment under this clause 26.5 F1 shall be subject to: ‫reduction : (a) reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; Clause C5; (b) all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and and (c) the Authority receiving notification under both clauses 26.6 Clauses F1.9 and 26.7. ‫In F1.10. F1.8 In the event that the Contractor assigns the right to receive the Contract Price Fees under clause 26.5F1.7, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. . F1.9 The Contractor shall ensure that the Assignee notifies the Authority Authority, at least 5 Working Days prior to submission of any invoice, of the Assignee’s contact information and bank account details to which the Authority shall is requested to make payment. . F1.10 The provisions of clause 11 C3 shall continue to apply in all other respects after the any such assignment and shall not be amended without the Approval of the Authority. Approval. F1.11 Subject to clause 26.11F1.12, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit to: (a) any Contracting Body; (b) any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or (c) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. . F1.12 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority Body shall not, subject to clause 26.9F1.11, affect the validity of the Contract. In such circumstances, the Contract shall continue in full force and effect for bind and inure to the benefit of any successor body to the Authority. . F1.13 If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 F1.11 to a body which is not a Contracting Authority, Body or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority Body (in the remainder of this clause both such bodies being referred to as the "“Transferee"): ‫the ”): (a) the rights of termination of the Authority in clauses 36 H1 (Termination on Insolvency and Change of Control and InsolvencyControl) and 37 H2 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency insolvency, or Default of the Transferee; and and (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The . F1.14 The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. . F1.15 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying it carries out of whatever further actions, actions (including the execution of further documents), ) the other Party reasonably requires from time to time for the purpose of giving that other Party party the full benefit of the provisions of the Contract. F1.16 The Contractor shall: (a) pay any undisputed sums which are due from it to a Sub-contractor within 30 days from the receipt of a valid invoice; (b) Include within the Management Information a summary of its compliance with clause F1.16(a), such data to be certified each Quarter by a director of the Contractor as being accurate and not misleading. F1.17 The Contractor shall ensure that all Sub-contracts contain a provision: (a) requiring the Contractor to pay any undisputed sums which are due from it to the Sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice; and (b) a right for the Authority to publish the Contractor’s compliance with its obligation to pay undisputed invoices within the specified payment period.