Common use of Disruption Clause in Contracts

Disruption. The Contractor shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the Client, the Client’s employees or any other Contractor employed by the Client. The Contractor shall immediately inform the Client of any actual or potential industrial action, whether such action is by its own employees or others, which affects or might affect its ability at any time to perform its obligations under the Contract. In the event of industrial action by the Staff, the Contractor shall seek Approval to its proposals to continue to perform its obligations under the Contract. If the Contractor’s proposals referred to in Clause G5.3 are considered insufficient or unacceptable by the Client acting reasonably, then the Contract may be terminated with immediate effect by the Client by notice in writing. If the Contractor is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business of the Client, the Contractor may request a reasonable allowance of time and in addition, the Client will reimburse any additional expense reasonably incurred by the Contractor as a direct result of such disruption. Recovery upon Termination At the end of the Contract Period (howsoever arising) the Contractor shall immediately deliver to the Client upon request all Property (including all materials, documents, Information and access keys) used in the performance of its obligations under the Contract that are in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors and in the event the Contractor fails to do so, the Client may recover immediate possession thereof and the Contractor hereby grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any Premises of the Contractor where any such items may be held. At the end of the Contract Period (howsoever arising) and/or after the Contract Period the Contractor shall provide such assistance to the Client and the Replacement Contractor as the Client may reasonably require in order to ensure an effective handover of all work in progress at the material time. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such assistance free of charge otherwise the Client shall pay the Contractor’s reasonable costs of providing such assistance provided that the Contractor shall take all reasonable steps to mitigate such costs.

Disruption. The Contractor shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the ClientAuthority, the Client’s its employees or any other Contractor contractor employed by the ClientAuthority. The Contractor shall immediately inform the Client Authority of any actual or potential industrial action, whether such action is be by its their own employees or others, which affects or might affect its ability at any time to perform its obligations under the Contract. In the event of industrial action by the Staff, Contractor’s Personnel the Contractor shall seek Approval to its proposals to continue to perform its obligations under the Contract. If the Contractor’s proposals referred to in Clause G5.3 clause 40.3 are considered insufficient or unacceptable by the Client Authority acting reasonably, then the Contract may be terminated with immediate effect by the Client Authority by notice in writing. If the Contractor is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business of the ClientAuthority, the Contractor may request a reasonable allowance of time and in addition, the Client Authority will reimburse any additional expense reasonably incurred by the Contractor as a direct result of such disruption. Recovery upon Termination At On the end termination of the Contract Period (howsoever arising) for any reason, the Contractor shall immediately deliver shall: ‫immediately return to the Client upon request Authority all Confidential Information, Personal Data and Materials subject to Intellectual Property (including all materials, documents, Information and access keys) used in the performance of its obligations under the Contract that are Rights in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors and contractors, which was obtained or produced in the event course of providing the Goods or Services; immediately deliver to the Authority all Property (including materials, documents, information and access keys) provided to the Contractor for the purposes of the Contract. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); assist and co-operate with the Authority to ensure an orderly transition of the provision of the Goods or Services to the Replacement Contractor and/or the completion of any work in progress; promptly provide all information concerning the provision of the Goods or Services which may reasonably be requested by the Authority for the purposes of adequately understanding the manner in which the Goods or Services have been provided or for the purpose of allowing the Authority or the Replacement Contractor to conduct due diligence. ‫If the Contractor fails to do socomply with clauses 41.1.1 and 41.1.2, the Client Authority may recover immediate possession thereof and the Contractor hereby grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any Premises premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. At the end of the Contract Period (howsoever arising) and/or after the Contract Period the Contractor shall provide such assistance to the Client and the Replacement Contractor as the Client may reasonably require in order to ensure an effective handover of all work in progress at the material time. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such all assistance under clauses 41.1.3 and 41.1.4 free of charge otherwise charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing such the assistance provided that and the Contractor shall take all reasonable steps to mitigate such costs. Force Majeure Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Contract (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Contract for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Contract for a period in excess of six (6) Months, either Party may terminate the Contract with immediate effect by notice in writing. Any failure or delay by the Contractor in performing its obligations under the Contract which results from any failure or delay by an agent, sub-contractor or supplier shall be regarded as due to Force Majeure only if that agent, sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to the Contractor. If either Party becomes aware of Force Majeure which gives rise to, or is likely to give rise to, any failure or delay on its part as described in clause 42.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period for which it is estimated that such failure or delay shall continue.

Disruption. The Contractor shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the ClientAuthority, the Client’s its employees or any other Contractor contractor employed by the ClientAuthority. The Contractor shall immediately inform the Client Authority of any actual or potential industrial action, whether such action is be by its their own employees or others, which affects or might affect its ability at any time to perform its obligations under the Contract. In the event of industrial action by the Staff, Contractor’s Personnel the Contractor shall seek Approval to its proposals to continue to perform its obligations under the Contract. If the Contractor’s proposals referred to in Clause G5.3 clause 40.3 are considered insufficient or unacceptable by the Client Authority acting reasonably, then the Contract may be terminated with immediate effect by the Client Authority by notice in writing. If the Contractor is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business of the ClientAuthority, the Contractor may request a reasonable allowance of time and in addition, the Client Authority will reimburse any additional expense reasonably incurred by the Contractor as a direct result of such disruption. Recovery upon Termination At On the end termination of the Contract Period (howsoever arising) for any reason, the Contractor shall shall: immediately deliver to the Client upon request Authority all Property (including all materials, documents, Information information and access keys) used in the performance of its obligations under the Contract that are in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors and in the event provided to the Contractor fails to do so, the Client may recover immediate possession thereof and the Contractor hereby grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any Premises the Contract. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); assist and co-operate with the Authority to ensure an orderly transition of the Contractor where any such items may be held. At the end provision of the Contract Period (howsoever arising) and/or after the Contract Period the Contractor shall provide such assistance Goods or Services to the Client and the Replacement Contractor as and/or the Client completion of any work in progress; promptly provide all information concerning the provision of the Goods or Services which may reasonably require be requested by the Authority for the purposes of adequately understanding the manner in order which the Goods or Services have been provided or for the purpose of allowing the Authority or the Replacement Contractor to ensure an effective handover of all work in progress at the material timeconduct due diligence. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such all assistance under clauses 41.1.3 and 41.1.4 free of charge otherwise charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing such the assistance provided that and the Contractor shall take all reasonable steps to mitigate such costs.

Disruption. The Contractor Supplier shall take reasonable care to ensure that in the performance of its obligations under the this Call Off Contract it does not disrupt the operations of the ClientCustomer, the Client’s its employees or any other Contractor contractor employed by the ClientCustomer. The Contractor Supplier shall immediately inform the Client Customer of any actual or potential industrial action, whether such action is be by its own employees the Staff or others, which affects or might affect its the Supplier's ability at any time to perform its obligations under the this Call Off Contract. In the event of industrial action by the Staff, the Contractor Supplier shall seek Approval to its proposals to continue to perform for the continuance of the supply of the Services in accordance with its obligations under the this Call Off Contract. If the Contractor’s Supplier's proposals referred to in Clause G5.3 19.3 are considered insufficient or unacceptable by the Client Customer acting reasonably, reasonably then the Customer may terminate this Call Off Contract may be terminated with immediate effect by the Client by notice in writingfor Material Breach. If the Contractor Supplier is temporarily unable to fulfil the requirements of the this Call Off Contract owing to disruption of normal business solely caused by the Customer, an appropriate allowance by way of the Client, the Contractor may request a reasonable allowance an extension of time and in will be Approved by the Customer. In addition, the Client Customer will reimburse any additional expense reasonably incurred by the Contractor Supplier as a direct result of such disruption. Recovery upon Termination At [EXIT PLANNING This Clause 20 shall apply if so specified by the end of Customer in the Contract Period Order Form. The Supplier shall, within three (howsoever arising3) Months after the Contractor shall immediately Call Off Commencement Date, deliver to the Client upon request all Property Customer for Approval a draft of a plan which sets out the Supplier's proposed methodology for achieving orderly transition of the provision of the Services from the Supplier to the Customer and/or the Replacement Supplier on the expiry or termination of this Call Off Contract (including all materials, documents, Information the "Exit Plan"). Within thirty (30) Working Days after submission of the draft Exit Plan (or any revised Exit Plan if the Customer does not Approve the draft Exit Plan) the Parties will use their reasonable endeavours to agree its content and access keysif they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one (1) used Month of each anniversary of the Call Off Commencement Date or more often as agreed between the Parties. The Supplier shall comply with the exit planning provisions as set out in Call Off Schedule 7 (Exit Planning). In the performance of its obligations under the Contract that are in its possession or under its control or in the possession or under the control case of any permitted suppliers or sub-contractors and in additional and/or alternative exit planning requirements of the event the Contractor fails to do soCustomer, the Client may recover immediate possession thereof and provisions relating to exit planning shall apply as stipulated by the Contractor hereby grants Customer in a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any Premises of the Contractor where any such items may be held. At the end of the Contract Period (howsoever arising) and/or after the Contract Period the Contractor shall provide such assistance to the Client and the Replacement Contractor as the Client may reasonably require in order to ensure an effective handover of all work in progress at the material time. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such assistance free of charge otherwise the Client shall pay the Contractor’s reasonable costs of providing such assistance provided that the Contractor shall take all reasonable steps to mitigate such costsFurther Competition Procedure.]

Disruption. The Contractor Supplier shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the ClientCustomer, the Client’s its employees or any other Contractor contractor employed by the ClientCustomer. The Contractor Supplier shall immediately inform the Client Customer of any actual or potential industrial action, whether such action is be by its the Supplier's own employees or others, which affects or might affect its the Supplier's ability at any time to perform its obligations under the Contract. In the event of industrial action by the Staff, the Contractor Supplier shall seek Approval to its proposals to continue to perform for the continuance of the supply of the Services in accordance with its obligations under the Contract. If the Contractor’s Supplier's proposals referred to in Clause G5.3 clause are considered insufficient or unacceptable by the Client Customer acting reasonably, reasonably then the Contract may be terminated with immediate effect by the Client Customer by notice in writing. If the Contractor Supplier is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business caused by the Customer, an appropriate allowance by way of the Client, the Contractor may request a reasonable allowance extension of time and in will be approved by the Customer. In addition, the Client Customer will reimburse any additional expense reasonably incurred by the Contractor Supplier as a direct result of such disruption. Recovery upon Termination At Customer responsibilities The Customer shall comply with the end Customer Responsibilities for the duration of this Contract. REMEDIES IN THE EVENT OF INADEQUATE PERFORMANCE OF THE SERVICES Without prejudice to any other right or remedy which the Customer may have, if any Services are not supplied in accordance with, or the Supplier fails to comply with any of the terms of the Contract Period then the Customer may (howsoever arisingwhether or not any part of the Services have been Delivered) do any of the Contractor shall immediately deliver following: at the Customer's option, give the Supplier the opportunity at the Supplier's expense to the Client upon request all Property (including all materials, documents, Information and access keys) used either remedy any defect and/or failure in the performance of its obligations under the Contract Services together with any damage resulting from such defect or failure (and where such defect or failure is capable of remedy) or to supply replacement Services and carry out any other necessary work to ensure that are in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors and in the event the Contractor fails to do so, the Client may recover immediate possession thereof and the Contractor hereby grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any Premises of the Contractor where any such items may be held. At the end terms of the Contract Period (howsoever arising) and/or after are fulfilled, in accordance with the Customer's instructions; refuse to accept any further Services to be delivered but without any liability to the Customer; carry out at the Supplier's expense any work necessary to make the Services comply with the Contract; without terminating the Contract, itself supply or procure the supply of all or part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Customer that the Supplier will once more be able to supply all or such part of the Services in accordance with the Contract; without terminating the whole of the Contract, terminate the Contract Period in respect of part of the Contractor Services only (whereupon a corresponding reduction in the Contract Price shall provide be made) and thereafter itself supply or procure a third party to supply such assistance part of the Services; and/or charge the Supplier for and the Supplier shall on demand pay any costs reasonably incurred by the Customer (including any reasonable administration costs) in respect of the supply of any part of the Services by the Customer or a third party to the Client and extent that such costs exceed the Replacement Contractor as payment which would otherwise have been payable to the Client may reasonably require in order to ensure an effective handover of all work in progress at the material time. Where the end Supplier for such part of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such assistance free of charge otherwise the Client shall pay the Contractor’s reasonable costs of providing such assistance Services and provided that the Contractor shall take all Customer uses its reasonable steps endeavours to mitigate such costs.any additional expenditure in obtaining replacement Services. In the event that the Supplier: fails to comply with clause above and the failure is materially adverse to the interests of the Customer or prevents the Customer from discharging a statutory duty; or persistently fails to comply with clause above, the Customer may terminate the Contract with immediate effect by giving the Supplier notice in writing. premises

Disruption. The Contractor shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the ClientAuthority, the Client’s its employees or any other Contractor contractor employed by the ClientAuthority. The Contractor shall immediately inform the Client Authority of any actual or potential industrial action, whether such action is be by its their own employees or others, which affects or might affect its ability at any time to perform its obligations under the Contract. In the event of industrial action by the Staff, Contractor’s Personnel the Contractor shall seek Approval to its proposals to continue to perform its obligations under the Contract. If the Contractor’s proposals referred to in Clause G5.3 clause 40.3 are considered insufficient or unacceptable by the Client Authority acting reasonably, then the Contract may be terminated with immediate effect by the Client Authority by notice in writing. If the Contractor is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business of the ClientAuthority, the Contractor may request a reasonable allowance of time and in addition, the Client Authority will reimburse any additional expense reasonably incurred by the Contractor as a direct result of such disruption. Recovery upon Termination At On the end termination of the Contract Period (howsoever arising) for any reason, the Contractor shall immediately deliver shall: ‫‍immediately return to the Client upon request Authority all Confidential Information, Personal Data and Materials subject to Intellectual Property (including all materials, documents, Information and access keys) used in the performance of its obligations under the Contract that are Rights in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors and contractors, which was obtained or produced in the event course of providing the Goods or Services; immediately deliver to the Authority all Property (including materials, documents, information and access keys) provided to the Contractor for the purposes of the Contract. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); assist and co-operate with the Authority to ensure an orderly transition of the provision of the Goods or Services to the Replacement Contractor and/or the completion of any work in progress; promptly provide all information concerning the provision of the Goods or Services which may reasonably be requested by the Authority for the purposes of adequately understanding the manner in which the Goods or Services have been provided or for the purpose of allowing the Authority or the Replacement Contractor to conduct due diligence. ‫‍If the Contractor fails to do socomply with clauses 41.1.1 and 41.1.2, the Client Authority may recover immediate possession thereof and the Contractor hereby grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any Premises premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. At the end of the Contract Period (howsoever arising) and/or after the Contract Period the Contractor shall provide such assistance to the Client and the Replacement Contractor as the Client may reasonably require in order to ensure an effective handover of all work in progress at the material time. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such all assistance under clauses 41.1.3 and 41.1.4 free of charge otherwise charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing such the assistance provided that and the Contractor shall take all reasonable steps to mitigate such costs. Force Majeure Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Contract (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Contract for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Contract for a period in excess of six (6) Months, either Party may terminate the Contract with immediate effect by notice in writing. Any failure or delay by the Contractor in performing its obligations under the Contract which results from any failure or delay by an agent, sub-contractor or supplier shall be regarded as due to Force Majeure only if that agent, sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to the Contractor. If either Party becomes aware of Force Majeure which gives rise to, or is likely to give rise to, any failure or delay on its part as described in clause 42.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period for which it is estimated that such failure or delay shall continue.

Disruption. The Contractor Supplier shall take reasonable care to ensure that in the performance of its obligations under the this Call Off Contract it does not disrupt the operations of the ClientCustomer, the Client’s its employees or any other Contractor contractor employed by the ClientCustomer. The Contractor Supplier shall immediately inform the Client Customer of any actual or potential industrial action, whether such action is be by its own employees the Staff or others, which affects or might affect its the Supplier's ability at any time to perform its obligations under the this Call Off Contract. In the event of industrial action by the Staff, the Contractor Supplier shall seek Approval to its proposals to continue to perform for the continuance of the supply of the Services in accordance with its obligations under the this Call Off Contract. If the Contractor’s Supplier's proposals referred to in Clause G5.3 19.3 are considered insufficient or unacceptable by the Client Customer acting reasonably, reasonably then the Customer may terminate this Call Off Contract may be terminated with immediate effect by the Client by notice in writingfor Material Breach. If the Contractor Supplier is temporarily unable to fulfil the requirements of the this Call Off Contract owing to disruption of normal business solely caused by the Customer, an appropriate allowance by way of the Client, the Contractor may request a reasonable allowance an extension of time and in will be Approved by the Customer. In addition, the Client Customer will reimburse any additional expense reasonably incurred by the Contractor Supplier as a direct result of such disruption. Recovery upon Termination At Contracing Body Management Information The Supplier shall, at no charge to the end Customer, submit to the Customer complete and accurate Contracting Body Management Information in accordance with the provisions of Framework Schedule 1 (Services and Key Performance Indicators). The Supplier grants the Customer a non-exclusive, transferable, perpetual, irrevocable, royalty free licence to: use and to share with any Relevant Person; and/or publish (subject to any information that is exempt from disclosure in accordance with the provisions of FOIA or the Environmental Information Regulations being redacted), any Contracting Body Management Information supplied to the Customer for the Customer's normal operational activities including but not limited to administering this Call Off Contract, monitoring public sector expenditure, identifying savings or potential savings and planning future procurement activity. The Customer shall in its absolute and sole discretion determine whether any Contracting Body Management Information is exempt from disclosure in accordance with the provisions of the Contract Period (howsoever arising) FOIA and/or the Contractor shall immediately deliver Environmental Information Regulations. Subject to 28.7.3, the Client upon request all Property (including all materials, documents, Information and access keys) used in Customer may consult with the performance of Supplier to help with its obligations decision regarding any exemptions under the Contract that are provisions of the FOIA or the Environmental Information Regulations under Clause 20.2 but the Customer shall have the final decision in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors absolute and in the event the Contractor fails to do so, the Client may recover immediate possession thereof and the Contractor hereby grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any Premises of the Contractor where any such items may be held. At the end of the Contract Period (howsoever arising) and/or after the Contract Period the Contractor shall provide such assistance to the Client and the Replacement Contractor as the Client may reasonably require in order to ensure an effective handover of all work in progress at the material time. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such assistance free of charge otherwise the Client shall pay the Contractor’s reasonable costs of providing such assistance provided that the Contractor shall take all reasonable steps to mitigate such costssole discretion.

Disruption. The Contractor Supplier shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the ClientCustomer, the Client’s its employees or any other Contractor contractor employed by the ClientCustomer. The Contractor Supplier shall immediately inform the Client of Customer if any actual or potential industrial action, whether such action is by its own employees or others, events occur which affects affect or might affect its the Supplier's ability at any time to perform its obligations under the Contract. In the event of industrial action by the Staff, the Contractor shall seek Approval to its proposals to continue to perform its obligations under the Contract. If the Contractor’s proposals referred to in Clause G5.3 are considered insufficient or unacceptable by the Client acting reasonably, then the Contract may be terminated with immediate effect by the Client by notice in writing. If the Contractor Supplier is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business caused by the Customer, an appropriate allowance by way of the Client, the Contractor may request a reasonable allowance extension of time and in will be approved by the Customer. In addition, the Client Customer will reimburse any additional expense reasonably incurred by the Contractor Supplier as a direct result of such disruption. Recovery upon Termination At Customer responsibilities The Customer shall comply with the end Customer Responsibilities. Any other obligations of the Customer in this Contract Period (howsoever arising) shall not be Customer Responsibilities and the Contractor Customer shall immediately deliver have no obligation to perform any such obligations unless they are specifically highlighted as Customer Responsibilities. If the Client upon request all Property (including all materials, documents, Information Customer fails to comply with any of the Customer Responsibilities then the sole remedy of the Supplier shall be as provided for in this clause 10 and access keys) used in the Customer shall have no further liability for any such failure and the Supplier shall not be entitled to any further relief from performance of its obligations under other than as set out in this clause 10. If and to the Contract extent that are in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors and in the event the Contractor Supplier fails to do soprovide the Services or comply with the Implementation Plan as a direct result of a failure by the Customer to comply with a Customer Responsibility then, subject to the Suppler complying with clause 10.5, the Client may recover immediate possession thereof and the Contractor hereby grants Supplier shall: be allowed a licence reasonable extension of time to perform its obligations; not be in breach of this Contract to the Client extent that any resulting non performance or its appointed agents to enter (for breach was directly caused by the purposes of such recovery) any Premises failure of the Contractor where any such items may Customer to comply with the Customer Responsibility; and not be held. At liable to pay Service Credits or Delay Payments to the end extent that they arise as a direct result of the Contract Period (howsoever arising) and/or failure of the Customer to comply with the Customer Responsibility. If the Customer fails to comply with any Customer Responsibility then the Supplier shall: notify the Customer in writing as soon as practicable after becoming aware of the Contract Period occurrence of the Contractor shall failure giving details of the failure, the resulting consequences and any measures which the Supplier proposes to adopt to mitigate the consequences; provide such assistance to the Client and Customer with any information that the Replacement Contractor as the Client Customer may reasonably require in order to ensure an effective handover of all work in progress at assess the material time. Where the end impact of the Contract Period arises due failure to comply with the Contractor’s Default, the Contractor shall provide such assistance free of charge otherwise the Client shall pay the Contractor’s reasonable costs of providing such assistance provided that the Contractor shall Customer Responsibility; and take all reasonable steps to minimise and mitigate any consequences which arise as a result of the failure by the Customer to comply with the Customer Responsibility. REMEDIES IN THE EVENT OF INADEQUATE PERFORMANCE OF THE SERVICES Without prejudice to any other right or remedy which the Customer may have, if any Services are not supplied in accordance with, or the Supplier fails to comply with any of the terms of the Contract then the Customer may (whether or not any part of the Services have been provided) do any one or more of the following: at the Customer's option, give the Supplier the opportunity at the Supplier's expense to either remedy the failure together with any damage resulting from such failure (where such failure is capable of remedy) or to supply replacement Services and carry out any other necessary work to ensure that the terms of the Contract are fulfilled, in accordance with the Customer's instructions; refuse to accept any further Services but without any liability to the Customer; if paragraph 4.1 of the Order Form provides for the payment of Delay Payments, then the Supplier shall pay such amounts (calculated in accordance with paragraph 4.1 of the Order Form) on demand. The Delay Payments will accrue on a daily basis from the relevant Milestone Date and will continue to accrue until the date when the Milestone is Achieved; carry out at the Supplier's expense any work necessary to make the Services comply with the Contract; without terminating the Contract, itself supply or procure the supply of all or part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Customer that the Supplier will once more be able to supply all or such part of the Services in accordance with the Contract; terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; and/or charge the Supplier for and the Supplier shall on demand pay any costs reasonably incurred by the Customer (including any reasonable administration costs.) in respect of the supply of any part of the Services by the Customer or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Customer uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. In the event that the Supplier: fails to comply with clause 11.1 above and the failure is materially adverse to the interests of the Customer or prevents the Customer from discharging a statutory duty; or persistently fails to comply with clause 11.1 above, the Customer may terminate the Contract with immediate effect by giving the Supplier notice in writing. premises and property

Disruption. The Contractor Supplier shall take reasonable care to ensure that in the performance of its obligations under the this Contract it does not disrupt the operations of the ClientContracting Body, its employees, the Client’s employees Contracting Body Representatives or any other Contractor contractor employed by the ClientContracting Body. The Contractor Supplier shall immediately inform the Client Contracting Body of any actual or potential industrial action, whether such action is be by its the Supplier's own employees or others, which affects or might affect its the Supplier's ability at any time to perform its obligations under the this Contract. In the event of industrial action by the StaffStaff which affects the Supplier’s ability to perform its obligations under this Contract, the Contractor Supplier shall seek Approval to its proposals to continue to perform its obligations under for the Contractcontinuance of the supply of the Services. If the Contractor’s Supplier's proposals referred to in Clause G5.3 7.3 are considered insufficient or unacceptable by the Client Contracting Body acting reasonablyreasonably then regardless of any other provision in this Contract, then the this Contract may be terminated with immediate effect by the Client Contracting Body by notice in writing. If the Contractor Supplier is temporarily unable to fulfil the requirements of the this Contract owing to disruption of its normal business directly caused by the Contracting Body, an appropriate allowance by way of the Client, the Contractor may request a reasonable allowance extension of time and will be Approved by the Contracting Body provided that such extension of time shall not result in the Contract exceeding the Initial Term or any Extension Period thereafter as agreed between the Parties. In addition, the Client Contracting Body will reimburse any additional expense reasonably incurred by the Contractor Supplier as a direct result of such disruption. Recovery upon Termination At REMEDIES IN THE EVENT OF INADEQUATE PERFORMANCE OF THE SERVICES Without prejudice to any other right or remedy which the end Contracting Body may have, if any Services are not supplied in accordance with, or the Supplier fails to comply with any of the terms of this Contract Period then the Contracting Body may (howsoever arisingwhether or not any part of the Services have been Delivered) do any of the Contractor shall immediately deliver following: at the Contracting Body’s option, give the Supplier the opportunity (at the Supplier's expense) to either remedy any defect in the Client upon request all Property (including all materials, documents, Information and access keys) used Services and/or failure in the performance of its obligations under the Services together with any damage resulting from such defect or failure (and where such defect or failure is capable of remedy) or to supply services to replace those Services that have not been supplied in accordance with the Contract and carry out any other necessary work to ensure that the terms of this Contract are fulfilled, in its possession or under its control accordance with the Contracting Body’s instructions; reject the Services (in whole or in part) and require the possession Supplier to remove the Services (in whole or under in part) at the control risk and cost of the Supplier and a full refund for the Services so rejected shall be paid to the Contracting Body forthwith by the Supplier; refuse to accept any further Services to be Delivered but without any liability to the Contracting Body arising in respect of such refusal; if the Services have not been Delivered, the Contracting Body shall claim Delay Payments from the Supplier and the Supplier shall pay such amounts (calculated in accordance with Clause 3.8) on demand. The Delay Payments will accrue on a daily basis from the relevant Milestone Date and will continue to accrue until the date when the Milestone is Achieved and the Contracting Body provides written confirmation of satisfaction with respect to the completion of the Milestone; carry out at the Supplier's expense any work necessary to make the Services comply with this Contract; without terminating this Contract, itself supply or procure the supply of all or part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Contracting Body that the Supplier will once more be able to supply all or such part of the Services in accordance with this Contract; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Charges shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; and/or charge the Supplier for and the Supplier shall on demand pay any costs reasonably incurred by the Contracting Body (including any reasonable administration costs) in respect of the supply of any permitted suppliers part of the Services by the Contracting Body or sub-contractors a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Contracting Body uses its reasonable endeavours to mitigate any additional expenditure in obtaining Replacement Services. In the event that the Contractor Supplier fails to do socomply with Clauses 3.1 (Supply of the Services) and 3.4 and the failure is materially adverse to the interests of the Contracting Body or prevents the Contracting Body from discharging a statutory duty, the Client Contracting Body may recover terminate this Contract with immediate possession thereof effect by giving the Supplier notice in writing. The Contracting Body shall notify the Supplier of all Faults which result in a failure by the Services to meet the warranties and representations in this Contract and/or any other terms of the Contractor hereby grants a licence Contract which come to the Client or its appointed agents Contracting Body’s attention. In respect of the Services, the Contracting Body shall maintain at the Premises a daily log recording any Faults which occur. This daily log shall be in a format agreed between the Parties and shall be available for inspection by the Supplier. CONTRACTING BODY SYSTEM and PREMISES If required, the Contracting Body shall provide the Supplier at the reasonable request of the Supplier with access (on reasonable notice and during normal working hours) to enter (Contracting Body’s Premises and/or Contracting Body System as the Supplier reasonably requests for the purposes of compliance with Clause 9.1.2 and fulfilling its obligations under this Contract. In accordance with the timetable set out in the Implementation Plan, the Supplier shall inspect the Contracting Body’s Premises and the Contracting Body System. Following such recovery) inspection and where applicable, the Supplier shall immediately advise the Contracting Body of any Premises aspect of the Contractor where any such items may be held. At Contracting Body’s Premises and/or the end Contracting Body System that are not suitable for the provision of the Contract Period Services and the actions required to remedy the unsuitable aspects of the Contracting Body’s Premises and the Contracting Body Systems together with a timetable for and the costs of those actions. If the Supplier has failed to inspect the Contracting Body’s System and/or the Contracting Body's Premises and/or or failed to notify the Contracting Body of any required remedial actions pursuant to Clause 9.1.2 then the Supplier shall not be entitled to recover any additional costs or charges from the Contracting Body relating to any unsuitable aspects of the Contracting Body System and the Contracting Body's Premises except in respect of any latent structural defect in the Contracting Body's Premises. The onus shall be on the Supplier to prove to the Contracting Body that any work to the Contracting Body System and the Contracting Body's Premises is required in respect of a latent structural defect and that the additional costs or charges are reasonable and necessary. The Supplier shall not incur such additional costs or charges without obtaining Approval. Any disputes relating to any matter or issue arising out of or connected to the due diligence as set out in Clause 3.10 (howsoever arisingDue Diligence) and/or after this Clause 9 shall be resolved in accordance with the Contract Period the Contractor shall provide such assistance to the Client and the Replacement Contractor as the Client may reasonably require in order to ensure an effective handover of all work in progress at the material time. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such assistance free of charge otherwise the Client shall pay the Contractor’s reasonable costs of providing such assistance provided that the Contractor shall take all reasonable steps to mitigate such costsDispute Resolution Procedure.

Disruption. H5.1 The Contractor shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the ClientAuthority, the Client’s its employees or any other Contractor contractor employed by the Client. Authority. H5.2 The Contractor shall immediately inform the Client Authority of any actual or potential industrial action, whether such action is by its their own employees or others, which affects or might affect its ability at any time to perform its obligations under the Contract. . H5.3 In the event of industrial action by the Staff, the Contractor shall seek Approval to its proposals to continue to perform its obligations under the Contract. . H5.4 If the Contractor’s proposals referred to in Clause G5.3 clause H5.3 are considered insufficient or unacceptable by the Client Authority acting reasonably, then the Contract may be terminated with immediate effect by the Client Authority by notice in writing. . H5.5 If the Contractor is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business of the ClientAuthority, the Contractor may request a reasonable allowance of time and in addition, the Client Authority will reimburse any additional expense reasonably incurred by the Contractor as a direct result of such disruption. H5.6 The Contracting Authority and the Contractor shall discuss reasonable steps to take in the event disaster support and services be required for, or exceeds, a continuous period of more than 1 month. Such steps could include, amongst others, bringing in additional engineering Support H6 Recovery upon Termination At Termination H6.1 On the end termination of the Contract Period (howsoever arising) for any reason, the Contractor shall shall: (a) immediately deliver return to the Client upon request Authority all Property (including all materialsConfidential Information, documents, Information Personal Data and access keys) used in the performance of its obligations under the Contract that are IP Materials in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors and sub- contractors, which was obtained or produced in the event course of providing the Services; (b) immediately deliver to the Authority all Property (including materials, documents, information and access keys) provided to the Contractor under clause B8. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Authority to ensure an orderly transition of the provision of the Services to the Replacement Contractor and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Authority for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Authority or the Replacement Contractor to conduct due diligence. H6.2 If the Contractor fails to do socomply with clause H6.1 (a) and (b), the Client Authority may recover immediate possession thereof and the Contractor hereby grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any Premises premises of the Contractor or its permitted suppliers or sub- contractors where any such items may be held. At the end of the Contract Period (howsoever arising) and/or after the Contract Period the Contractor shall provide such assistance to the Client and the Replacement Contractor as the Client may reasonably require in order to ensure an effective handover of all work in progress at the material time. . H6.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such all assistance under clause H6(c) and (d) free of charge otherwise charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing such the assistance provided that and the Contractor shall take all reasonable steps to mitigate such costs. H7 Force Majeure H7.1 Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Contract (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Contract for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Contract for a period in excess of 6 Months, either Party may terminate the Contract with immediate effect by notice in writing. H7.2 Any failure or delay by the Contractor in performing its obligations under the Contract which results from any failure or delay by an agent, sub- contractor or supplier shall be regarded as due to Force Majeure only if that agent, sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to the Contractor. H7.3 If either Party becomes aware of Force Majeure which gives rise to, or is likely to give rise to, any failure or delay on its part as described in clause H7.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period for which it is estimated that such failure or delay shall continue.

Disruption. The Contractor Supplier shall take reasonable care to ensure that in the performance of performing its obligations under the Contract Contract, it does not disrupt the operations of the ClientCustomer, the Client’s its employees or any other Contractor contractor employed by the ClientCustomer. The Contractor Supplier shall immediately inform the Client of Customer if any actual or potential industrial action, whether such action is by its own employees or others, events occur which affects affect or might affect its the Supplier's ability at any time to perform its obligations under the Contract. In the event of industrial action by the Staff, the Contractor shall seek Approval to its proposals to continue to perform its obligations under the Contract. If the Contractor’s proposals referred to in Clause G5.3 are considered insufficient or unacceptable by the Client acting reasonably, then the Contract may be terminated with immediate effect by the Client by notice in writing. If the Contractor Supplier is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business caused by the Customer, an appropriate allowance by way of the Client, the Contractor may request a reasonable allowance extension of time and in will be approved by the Customer. In addition, the Client Customer will reimburse any additional expense reasonably incurred by the Contractor Supplier as a direct result of such disruption. Recovery upon Termination At Customer responsibilities The Customer shall comply with the end Customer Responsibilities. Subject to clause 20.3.2, if the Customer fails to comply with any of the Contract Period (howsoever arising) Customer Responsibilities then the Contractor sole remedy of the Supplier shall immediately deliver be as provided for in this clause 10 and the Customer shall have no further liability for any such failure and the Supplier shall not be entitled to the Client upon request all Property (including all materials, documents, Information and access keys) used in the any further relief from performance of its obligations under other than as set out in this clause 10. If and to the Contract extent that are in the Supplier fails to provide the Services or comply with the Implementation Plan as a direct result of a failure by the Customer to comply with a Customer Responsibility then, subject to the Suppler complying with clause 10.4 the Supplier shall: be allowed a reasonable extension of time to perform its possession or under its control or obligations (which shall be no more than the length of the delay in the possession Customer performing the corresponding Customer Responsibility); not be in breach of this Contract to the extent that any resulting non performance or under breach was directly caused by the control failure of any permitted suppliers the Customer to comply with the Customer Responsibility; and not be liable to pay Service Credits or sub-contractors and in Delay Payments to the event extent that they arise as a direct result of the Contractor failure of the Customer to comply with the Customer Responsibility. If the Customer fails to do socomply with any Customer Responsibility then the Supplier shall: notify the Customer in writing as soon as practicable after becoming aware of the occurrence of the failure giving details of the failure, the Client may recover immediate possession thereof resulting consequences and any measures which the Contractor hereby grants a licence Supplier proposes to adopt to mitigate the Client or its appointed agents to enter (for consequences; provide the purposes of such recovery) Customer with any Premises of information that the Contractor where any such items may be held. At the end of the Contract Period (howsoever arising) and/or after the Contract Period the Contractor shall provide such assistance to the Client and the Replacement Contractor as the Client Customer may reasonably require in order to ensure an effective handover of all work in progress at assess the material time. Where the end impact of the Contract Period arises due failure to comply with the Contractor’s Default, the Contractor shall provide such assistance free of charge otherwise the Client shall pay the Contractor’s reasonable costs of providing such assistance provided that the Contractor shall Customer Responsibility; and take all reasonable steps to minimise and mitigate any consequences which arise as a result of the failure by the Customer to comply with the Customer Responsibility. REMEDIES IN THE EVENT OF INADEQUATE PERFORMANCE OF THE SERVICES Without prejudice to any other right or remedy which the Customer may have, if any Services are not supplied in accordance with, or the Supplier fails to comply with any of the terms of the Contract then the Customer may (whether or not any part of the Services have been provided) do any one or more of the following: at the Customer's option, give the Supplier the opportunity at the Supplier's expense to either remedy the failure together with any damage resulting from such failure (where such failure is capable of remedy) or to supply replacement Services and carry out any other necessary work to ensure that the terms of the Contract are fulfilled, in accordance with the Customer's instructions; refuse to accept any further Services but without any liability to the Customer; if paragraph 4.1 of the Order Form provides for the payment of Delay Payments, then the Supplier shall pay such amounts (calculated in accordance with paragraph 4.1 of the Order Form) on demand. The Delay Payments will accrue on a daily basis from the relevant Milestone Date and will continue to accrue until the date when the Milestone is Achieved; carry out at the Supplier's expense any work necessary to make the Services comply with the Contract; without terminating the Contract, itself supply or procure the supply of all or part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Customer that the Supplier will once more be able to supply all or such part of the Services in accordance with the Contract; charge the Supplier for and the Supplier shall on demand pay any costs reasonably incurred by the Customer (including any reasonable administration costs) in respect of the supply of any part of the Services by the Customer or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Customer uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. In the event that the Supplier: fails to comply with clause 11.1 above and the failure is materially adverse to the interests of the Customer or prevents the Customer from discharging a statutory duty; or persistently fails to comply with clause 11.1 above, the Customer may terminate the Contract with immediate effect by giving the Supplier notice in writing.

Disruption. The Contractor shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the ClientAuthority, the Client’s its employees or any other Contractor contractor employed by the ClientAuthority. The Contractor shall immediately inform the Client Authority of any actual or potential industrial action, whether such action is be by its their own employees or others, which affects or might affect its ability at any time to perform its obligations under the Contract. In the event of industrial action by the Staff, Contractor’s Personnel the Contractor shall seek Approval to its proposals to continue to perform its obligations under the Contract. If the Contractor’s proposals referred to in Clause G5.3 clause 40.3 are considered insufficient or unacceptable by the Client Authority acting reasonably, then the Contract may be terminated with immediate effect by the Client Authority by notice in writing. If the Contractor is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business of the ClientAuthority, the Contractor may request a reasonable allowance of time and in addition, the Client Authority will reimburse any additional expense reasonably incurred by the Contractor as a direct result of such disruption. Recovery upon Termination At On the end termination of the Contract Period (howsoever arising) for any reason, the Contractor shall immediately deliver shall: ‫immediately return to the Client upon request Authority all Confidential Information, Personal Data and Materials subject to Intellectual Property (including all materials, documents, Information and access keys) used in the performance of its obligations under the Contract that are Rights in its possession or under its control or in the possession or under the control of any permitted suppliers Contractors or sub-contractors and contractors, which was obtained or produced in the event course of providing the Goods or Services; immediately deliver to the Authority all Property (including materials, documents, information and access keys) provided to the Contractor for the purposes of the Contract. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); assist and co-operate with the Authority to ensure an orderly transition of the provision of the Goods or Services to the Replacement Contractor and/or the completion of any work in progress; promptly provide all information concerning the provision of the Goods or Services which may reasonably be requested by the Authority for the purposes of adequately understanding the manner in which the Goods or Services have been provided or for the purpose of allowing the Authority or the Replacement Contractor to conduct due diligence. ‫If the Contractor fails to do socomply with clauses 41.1.1 and 41.1.2, the Client Authority may recover immediate possession thereof and the Contractor hereby grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any Premises premises of the Contractor or its permitted Contractors or sub-contractors where any such items may be held. At the end of the Contract Period (howsoever arising) and/or after the Contract Period the Contractor shall provide such assistance to the Client and the Replacement Contractor as the Client may reasonably require in order to ensure an effective handover of all work in progress at the material time. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such all assistance under clauses 41.1.3 and 41.1.4 free of charge otherwise charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing such the assistance provided that and the Contractor shall take all reasonable steps to mitigate such costs. Force Majeure Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Contract (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Contract for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Contract for a period in excess of six (6) Months, either Party may terminate the Contract with immediate effect by notice in writing. Any failure or delay by the Contractor in performing its obligations under the Contract which results from any failure or delay by an agent, sub-contractor or Contractor shall be regarded as due to Force Majeure only if that agent, sub-contractor or Contractor is itself impeded by Force Majeure from complying with an obligation to the Contractor. If either Party becomes aware of Force Majeure which gives rise to, or is likely to give rise to, any failure or delay on its part as described in clause 42.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period for which it is estimated that such failure or delay shall continue.

Disruption. The Contractor Supplier shall take reasonable care to ensure that in the performance of its obligations under the this Call Off Contract it does not disrupt the operations of the ClientCustomer, the Client’s its employees or any other Contractor contractor employed by the ClientCustomer. The Contractor Supplier shall immediately inform the Client Customer of any actual or potential industrial action, whether such action is be by its own employees the Staff or others, which affects or might affect its the Supplier's ability at any time to perform its obligations under the this Call Off Contract. In the event of industrial action by the Staff, the Contractor Supplier shall seek Approval to its proposals to continue to perform for the continuance of the supply of the Services in accordance with its obligations under the this Call Off Contract. If the Contractor’s Supplier's proposals referred to in Clause G5.3 19.3 are considered insufficient or unacceptable by the Client Customer acting reasonably, reasonably then the Customer may terminate this Call Off Contract may be terminated with immediate effect by the Client by notice in writingfor Material Breach. If the Contractor Supplier is temporarily unable to fulfil the requirements of the this Call Off Contract owing to disruption of normal business solely caused by the Customer, an appropriate allowance by way of the Client, the Contractor may request a reasonable allowance an extension of time and in will be Approved by the Customer. In addition, the Client Customer will reimburse any additional expense reasonably incurred by the Contractor Supplier as a direct result of such disruption. Recovery upon Termination At EXIT PLANNING [not used] ASSISTANCE ON EXPIRY OR TERMINATION In the end event that this Call Off Contract expires or is terminated the Supplier shall, where so requested by the Customer, provide assistance to the Customer to migrate the provision of the Services to a Replacement Supplier. CALL OFF CONTRACT CHARGES AND PAYMENT Call Off Contract Period (howsoever arising) Charges In consideration of the Contractor shall immediately deliver to the Client upon request all Property (including all materials, documents, Information and access keys) used in the Supplier's performance of its obligations under the Contract that are in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors and in the event the Contractor fails to do sothis Call Off Contract, the Client may recover immediate possession thereof Customer shall pay the undisputed Call Off Contract Charges in accordance with Clause 22.2 (Payment and the Contractor hereby grants a licence VAT). The Customer shall, in addition to the Client or its appointed agents Call Off Contract Charges and following delivery by the Supplier of a Valid Invoice, pay the Supplier a sum equal to enter (for the purposes of such recovery) any Premises VAT chargeable on the value of the Contractor where Services supplied in accordance with this Call Off Contract. If at any such items may be held. At the end of the Contract Period (howsoever arising) and/or after the time during this Call Off Contract Period the Contractor Supplier reduces its Framework Prices for any Services which are provided under the Framework Agreement (whether or not such Services are offered in a catalogue (if any) which is provided under the Framework Agreement) in accordance with the terms of the Framework Agreement, the Supplier shall provide immediately reduce the Call Off Contract Charges for such assistance Services under this Call Off Contract by the same amount. Payment and VAT The Customer shall pay all sums properly due and payable to the Client and Supplier in cleared funds within thirty (30) days of receipt of a Valid Invoice, submitted in accordance with the Replacement Contractor provisions of this Call Off Contract. The Supplier shall ensure that each invoice (whether submitted electronically or in a paper form, as the Client Customer may reasonably require in order to ensure an effective handover of specify) contains all work in progress at the material time. Where the end appropriate references and a detailed breakdown of the Contract Period arises due Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. The Supplier shall ensure that all invoices submitted to the Contractor’s Default, Customer for the Contractor shall provide such assistance free Services are exclusive of charge otherwise the Client shall pay the Contractor’s reasonable costs of providing such assistance provided that the Contractor shall take all reasonable steps to mitigate such costsany Management Charge.