Common use of EMPLOYMENT EXIT PROVISIONS Clause in Contracts

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPAData Protection Laws , the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination partial termination of this Call Off Contract; the date which is twelve twenty four (1224) months before the end of the TermCall Off Contract Period; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty twenty (3020) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 paragraphs 157.1 and 1.2 157.2 of Part D of this Call Off Schedule for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 paragraphs 157.1 and 1.2 157.2 of Part D of this Call Off Schedule shall be true and accurate in all material respects at the time of providing the informationrespects. From the date of the earliest event referred to in Paragraph 1.1paragraph 157.1 of Part D of this Call Off Schedule, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor Sub-Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the TermCall Off Contract Period, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, provide to the Customer any information the Customer may reasonably require relating to the manner in which Services are organisedany individual employed, which shall include: the numbers of employees assigned or engaged in providing the Services; Services (subject to any limitations imposed by the percentage DPA) including without limitation the Staffing Information and, upon reasonable request by the Customer and subject only to any limitation imposed by the DPA, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Customer or, at the direction of time spent by each employee engaged in providing the Services; Customer to a Replacement Supplier and/or any Replacement Sub-Contractor with access (on reasonable notice and during normal working hours) to such employment records as the extent Customer reasonably requests and shall allow the Customer or at the Customer’s direction, the Replacement Supplier and/or any Replacement Sub-Contractor to which each employee qualifies for membership have copies of any such documents. The Supplier shall provide, and shall procure that each Sub-Contractor shall provide, all reasonable cooperation and assistance to the Customer, any Replacement Supplier and/or any Replacement Sub-Contractor to ensure the smooth transfer of the Schemes or any broadly comparable scheme set up pursuant Transferring Supplier Employees on the Service Transfer Date including providing sufficient information in advance of the Service Transfer Date to ensure that all necessary payroll arrangements can be made to enable the Transferring Supplier Employees to be paid as appropriate. Without prejudice to the provisions of paragraph 2.2 generality of the Annex foregoing, within five (Pensions5) to Part A of this Call Off Schedule 10 or paragraph 2.3 Working Days following the Service Transfer Date, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Customer or, at the direction of the Annex (Pensions) Customer, to Part B of this Call Off Schedule 10 any Replacement Supplier and/or any Replacement Sub-Contractor (as appropriate), in respect of each person on the Supplier's Final Personnel List who is a Transferring Supplier Employee: the most recent month's copy pay slip data; anddetails of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Legal Services Contract; the date which is twelve (12) months Months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month Month period), it shall provide in a suitably anonymised format so as to comply with the DPAData Protection Legislation, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Ordered Panel Services (or the relevant part of the Ordered Panel Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Ordered Panel Services (or the relevant part of the Ordered Panel Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Ordered Panel Services are organised, which shall include: the numbers of employees engaged in providing the Ordered Panel Services; the percentage of time spent by each employee engaged in providing the Ordered Panel Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Contract Schedule 10 3 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Contract Schedule 10 3 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months Months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPAData Protection Legislation, the Supplier's Suppliers Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Suppliers Provisional Supplier Personnel List and it shall provide an updated Supplier's Suppliers Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Suppliers Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Suppliers Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Suppliers Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Suppliers Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Suppliers Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Suppliers Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier Service Provider agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide to the Customer or at the direction of the Customer to any Replacement Service Provider and/or any Replacement Sub-Contractor, in a suitably anonymised format so as to comply with the DPAData Protection Legislation, the SupplierService Provider's Provisional Supplier Service Provider Personnel List, together with the Staffing Information in relation to the SupplierService Provider's Provisional Supplier Service Provider Personnel List and it shall provide an updated SupplierService Provider's Provisional Supplier Service Provider Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier Service Provider shall provide to the Customer or at the direction of the Customer to any Replacement Supplier Service Provider and/or any Replacement Sub-Contractor: the SupplierService Provider's Final Supplier Service Provider Personnel List, which shall identify which of the Supplier Service Provider Personnel are Transferring Supplier Service Provider Employees; and the Staffing Information in relation to the SupplierService Provider’s Final Supplier Service Provider Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier Service Provider under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier Service Provider and/or Replacement Sub-Contractor. The Supplier Service Provider warrants, for the benefit of the Customer, any Replacement SupplierService Provider, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier Service Provider agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services or any Assignment who is not listed on the SupplierService Provider’s Provisional Supplier Service Provider Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Service Provider Personnel listed on the Supplier Service Provider Provisional Supplier Service Provider Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material changes to the terms and conditions of employment of the Supplier Service Provider Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) or any Assignment by any of the Supplier Service Provider Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the SupplierService Provider's Provisional Supplier Service Provider Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services)) or any Assignment; or terminate or give notice to terminate the employment or contracts of any persons on the SupplierService Provider's Provisional Supplier Service Provider Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier Service Provider and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier Service Provider or relevant Sub-Contractor or received from any persons listed on the SupplierService Provider's Provisional Supplier Service Provider Personnel List regardless of when such notice takes effect. During the Term, the Supplier Service Provider shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the ServicesServices and any Assignment; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); andand a description of the nature of the work undertaken by each employee by location. The Service Provider shall provide, and shall procure that each Sub‑Contractor shall provide, all reasonable cooperation and assistance to the Customer, any Replacement Service Provider and/or any Replacement Sub-Contractor to ensure the smooth transfer of the Transferring Service Provider Employees on the Service Transfer Date including providing sufficient information in advance of the Service Transfer Date to ensure that all necessary payroll arrangements can be made to enable the Transferring Service Provider Employees to be paid as appropriate. Without prejudice to the generality of the foregoing, within five (5) Working Days following the Service Transfer Date, the Service Provider shall provide, and shall procure that each Sub-Contractor shall provide, to the Customer or, at the direction of the Customer, to any Replacement Service Provider and/or any Replacement Sub-Contractor (as appropriate), in respect of each person on the Service Provider's Final Service Provider Personnel List who is a Transferring Service Provider Employee: the most recent month's copy pay slip data; details of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Legal Services Contract; the date which is twelve (12) months Months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month Month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Ordered Panel Services (or the relevant part of the Ordered Panel Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Ordered Panel Services (or the relevant part of the Ordered Panel Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Ordered Panel Services are organised, which shall include: the numbers of employees engaged in providing the Ordered Panel Services; the percentage of time spent by each employee engaged in providing the Ordered Panel Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Contract Schedule 10 3 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Contract Schedule 10 3 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPAGDPR, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS This Agreement envisages that subsequent to its commencement, the identity of the provider of the Services (or any part of the Services) may change (whether as a result of termination of this Agreement, or part or otherwise) resulting in a transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Authority or Replacement Supplier will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date. The Supplier agrees shall and shall procure that within twenty (20) Working Days any Sub-Contractor shall on receiving notice of termination of this Agreement or otherwise, on request from the Authority and at such times as required by TUPE, provide in respect of any person engaged or employed by the Supplier or any Sub-Contractor in the provision of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPAServices, the Supplier's Provisional Supplier Personnel List, together with Staff List and the Staffing Information in relation together with any additional information required by the Authority, including information as to the Supplier's Provisional application of TUPE to the employees. The Supplier Personnel List shall notify the Authority of any material changes to this information as and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customerwhen they occur. At least thirty (30) Working Days 14 days prior to the Service Transfer Date, the Supplier shall and shall procure that any Sub-Contractor shall prepare and provide to the Customer or Authority and/or, at the direction of the Customer Authority, to any the Replacement Supplier and/or any Replacement Sub-Contractor: Supplier, the Supplier's Final Supplier Personnel Staff List, which shall be complete and accurate in all material respects. The Supplier's Final Staff List shall identify which of the Supplier Personnel Supplier's and Sub-Contractor's personnel named are Transferring Supplier Relevant Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer Authority shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 Supplier's Provisional Staff List, the Supplier's Final Staff List and 1.2 the Staffing Information for the purpose of informing any tenderer or other prospective Replacement Supplier and/or Replacement Sub-Contractorfor any services that are substantially the same type of services as (or any part of) the Services. The Supplier warrants, for warrants to the benefit of Authority [and the Customer, any Replacement Supplier] that the Supplier's Provisional Staff List, the Supplier's Final Staff List and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall the Staffing Information (TUPE Information) will be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to and that no persons are employed or engaged in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed other than those included on the Supplier’s Provisional 's Final Staff List. The Supplier Personnel List shall and shall procure that any Sub-Contractor shall ensure at all times that it has the right to provide the TUPE Information under Data Protection Legislation. The Authority regards compliance with this paragraph 0 as fundamental to the Agreement. In particular, failure to comply with paragraph 0 and paragraph 0 in respect of the provision of accurate information about the Relevant Employees shall entitle the Authority to suspend payment of the Charges until such information is provided, or indefinitely. The maximum sum that may be retained under this paragraph 0 shall not exceed an amount equivalent to the Charges that would be payable in the [three] month period following the Supplier's failure to comply with paragraph 0 or paragraph 0, as the case may be. Any change to the TUPE Information which would increase the total employment costs of the staff in the [six] months prior to termination of this Agreement shall not (so far as reasonably practicable) take place without the approval Authority's prior written consent, unless such changes are required by law. The Supplier shall and shall procure that any Sub-contractor shall supply to the Authority full particulars of such proposed changes and the Customer (not Authority shall be afforded reasonable time to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on consider them. In the [six] months prior to termination of this Agreement, the Supplier Provisional Supplier Personnel List other than where shall not and shall procure that any replacement is Sub-Contractor shall not materially increase or decrease the total number of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees staff listed on the Supplier's Provisional Supplier Personnel Staff List; increase or reduce the total number of employees so engaged, their remuneration, or deploy make any other person to perform change in the Services (or terms and conditions of those employees without the relevant part of Authority's prior written consent. The Supplier shall indemnify and keep indemnified in full the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, Authority [and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, Authority's request each and every Replacement Supplier] against all Employment Liabilities relating to: any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given person who is or has been employed or engaged by the Supplier or relevant any Sub-Contractor or received from any persons listed on in connection with the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership provision of any of the Schemes Services; or any broadly comparable scheme set up pursuant trade union or staff association or employee representative, arising from or connected with any failure by the Supplier and/or any Sub- Contractor to comply with any legal obligation, whether under regulation 13 or 14 of TUPE or any award of compensation under regulation 15 of TUPE, under the Acquired Rights Directive or otherwise and, whether any such claim arises or has its origin before or after the Service Transfer Date. The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled. The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall apply from paragraph 0 to paragraph 0, to the provisions of paragraph 2.2 extent necessary to ensure that any Replacement Supplier shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Supplier by the Supplier or the Authority in its own right under section 1(1) of the Annex Contracts (PensionsRights of Third Parties) to Part A Act 1999. Despite paragraph 0, it is expressly agreed that the parties may by agreement rescind or vary any terms of this Call Off Schedule 10 Agreement without the consent of any other person who has the right to enforce its terms or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); andterm in question despite that such rescission or variation may extinguish or alter that person's entitlement under that right.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination partial termination of this Call Off Contract; the date which is twelve twenty four (1224) months before the end of the TermCall Off Contract Period; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty twenty (3020) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 paragraphs 69.1 and 1.2 69.2 of Part D of this Call Off Schedule for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 paragraphs 69.1 and 1.2 69.2 of Part D of this Call Off Schedule shall be true and accurate in all material respects at the time of providing the informationrespects. From the date of the earliest event referred to in Paragraph 1.1paragraph 69.1 of Part D of this Call Off Schedule, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor Sub-Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the TermCall Off Contract Period, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, provide to the Customer any information the Customer may reasonably require relating to the manner in which Services are organisedany individual employed, which shall include: the numbers of employees assigned or engaged in providing the Services; Services (subject to any limitations imposed by the percentage DPA) including without limitation the Staffing Information and, upon reasonable request by the Customer and subject only to any limitation imposed by the DPA, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Customer or, at the direction of time spent by each employee engaged in providing the Services; Customer to a Replacement Supplier and/or any Replacement Sub-Contractor with access (on reasonable notice and during normal working hours) to such employment records as the extent Customer reasonably requests and shall allow the Customer or at the Customer’s direction, the Replacement Supplier and/or any Replacement Sub-Contractor to which each employee qualifies for membership have copies of any such documents. The Supplier shall provide, and shall procure that each Sub-Contractor shall provide, all reasonable cooperation and assistance to the Customer, any Replacement Supplier and/or any Replacement Sub-Contractor to ensure the smooth transfer of the Schemes or any broadly comparable scheme set up pursuant Transferring Supplier Employees on the Service Transfer Date including providing sufficient information in advance of the Service Transfer Date to ensure that all necessary payroll arrangements can be made to enable the Transferring Supplier Employees to be paid as appropriate. Without prejudice to the provisions of paragraph 2.2 generality of the Annex foregoing, within five (Pensions5) to Part A of this Call Off Schedule 10 or paragraph 2.3 Working Days following the Service Transfer Date, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Customer or, at the direction of the Annex (Pensions) Customer, to Part B of this Call Off Schedule 10 any Replacement Supplier and/or any Replacement Sub-Contractor (as appropriate), in respect of each person on the Supplier's Final Personnel List who is a Transferring Supplier Employee: the most recent month's copy pay slip data; anddetails of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier Contractor agrees that that, subject to compliance with the Data Protection Legislation: within twenty (20) Working Days 20 days of the earliest of: receipt of a notification from the Customer Secretary of State of a Service Transfer or intended Service Transfer; or receipt of the giving of notice of early termination of this Contract or any Partial Termination of this Call Off Contractpart thereof; or the date which is twelve (12) 6 months before the end expiry of the Term; and Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Customer Secretary of State at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period)time, it shall provide in a suitably anonymised format so as to comply with the DPA, the SupplierContractor's Provisional Supplier Personnel List, together with Staff List and the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List Secretary of State or, at the direction of the Secretary of State, to a Replacement Contractor and it shall provide an updated SupplierContractor's Provisional Supplier Personnel Staff List at such intervals as are when reasonably requested by the Customer. At Secretary of State or, any Replacement Contractor; at least thirty (30) Working Days 14 days, or other such period specified by legislation, prior to the Service Transfer Date, the Supplier Contractor shall prepare and provide to the Customer or Secretary of State and/or, at the direction of the Customer Secretary of State, to any the Replacement Supplier and/or any Replacement Sub-Contractor: , the SupplierContractor's Final Supplier Personnel Staff List, which shall be complete and accurate in all material respects. The Contractor's Final Staff List shall identify which of the Supplier Personnel Contractor's Staff named are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer Secretary of State shall be permitted to use and disclose information provided the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information for informing any tenderer or other prospective Replacement Contractor for any services which are substantially the same type of services (or any part thereof) as the Services; and upon reasonable request by the Supplier under Paragraphs 1.1 Secretary of State the Contractor shall provide the Secretary of State or at the reasonable request of the Secretary of State, the Replacement Contractor, with access (on reasonable notice and 1.2 for during normal working hours) to such employment records (and provide copies) as the purpose Secretary of informing any prospective Replacement Supplier and/or Replacement Sub-ContractorState reasonably requests. The Supplier warrantsContractor warrants that the Contractor's Provisional Staff List, for the benefit of Contractor's Final Staff List and the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall Staffing Information will be true and accurate in all material respects at the time of providing the informationrespects. From the date of the earliest event referred to in Paragraph 1.1paragraph 2.1.1 of this Schedule 7, the Supplier agrees, Contractor agrees that it shall not, and agrees to procure that each Sub‑Contractor shall notnot without the prior written consent of the Secretary of State, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed on in the Supplier’s Contractor's Provisional Supplier Personnel Staff List and shall not without the approval prior written consent of the Customer Secretary of State (such consent not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel increase the total number of employees listed on the Supplier Contractor's Provisional Supplier Personnel Staff List other than save for fulfilling assignments and projects previously scheduled and agreed with the Secretary of State; where it has powers to do so, make any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material changes to the terms and conditions of employment of any employees listed on the Supplier Personnel (including any payments connected with the termination of employment)Contractor's Provisional Staff List; increase the proportion of working time spent on the Services (or the relevant part of the Servicespart) by any of the Supplier Personnel Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreedagreed with the Secretary of State; where it has powers to do so, introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the SupplierContractor's Provisional Supplier Personnel Staff List; increase or reduce and replace any of the total number of employees so engaged, Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part part) or increase the number of the Services); employees or terminate or give notice to terminate the employment or contracts of any persons on the SupplierContractor's Provisional Supplier Personnel List save by due disciplinary process, and shall Staff List. The Contractor will promptly notify, and procure that each Sub-Contractor shall promptly notify, notify the Customer Secretary of State or, at the reasonable direction of the CustomerSecretary of State, any the Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the SupplierContractor's Provisional Supplier Personnel Staff List regardless of when such notice takes effect. During At least 14, or other such period specified by legislation, days before the Termexpected Service Transfer Date, the Supplier Contractor shall provideprovide to the Secretary of State or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their: pay slip data for the most recent month; cumulative pay for tax and pension purposes; cumulative tax paid; tax code; voluntary deductions from pay; and bank or building society account details for payroll purposes. In connection with a Relevant Transfer, the parties agree that: the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date. The Contractor shall indemnify the Secretary of State and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Secretary of State or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to: the Contractor's failure to perform and discharge any such obligation; any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date; all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date; any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Secretary of State or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations; any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Secretary of State or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Secretary of State in writing. The Contractor shall indemnify the Secretary of State and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date. The Secretary of State shall indemnify the Contractor against all claims arising from the Secretary of State's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of: any act or omission by the Secretary of State relating to a Transferring Employee occurring on or after the Service Transfer Date; and all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date. any claim arising out of the provision of, or proposal by the Secretary of State to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and any act or omission of the Secretary of State in relation to its obligations under Regulation 11 of the TUPE Regulations. The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled. The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Act 1999. If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall includeapply: the numbers Secretary of employees engaged State or the Replacement Contractor can, at its discretion, make an offer in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent writing to which each employee qualifies for membership of any of the Schemes employees listed on the Contractor's Provisional Staff List or any broadly comparable scheme set up pursuant Contractor's Staff assigned to the provisions Services, to employ that employee under a new contract of paragraph 2.2 employment to take effect at the earliest reasonable opportunity; when the offer has been made by the Secretary of State or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Annex (Pensions) Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow; if the employee does not accept an offer of employment made by the Secretary of State or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to Part A the employee shall remain with the Contractor; and if the Secretary of this Call Off Schedule 10 State or paragraph 2.3 of the Annex (Pensions) Replacement Contractor does not make an offer to Part B of this Call Off Schedule 10 (as appropriate); andany employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier Contractor agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer Authority of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months Months before the end of the Term; and receipt of a written request of the Customer Authority at any time (provided that the Customer Authority shall only be entitled to make one such request in any six (6) month Month period), it shall provide in a suitably anonymised format so as to comply with the DPAData Protection Legislation, the SupplierContractor's Provisional Supplier Contractor Personnel List, together with the Staffing Information in relation to the SupplierContractor's Provisional Supplier Contractor Personnel List and it shall provide an updated SupplierContractor's Provisional Supplier Contractor Personnel List at such intervals as are reasonably requested by the CustomerAuthority. At least thirty twenty (3020) Working Days prior to the Service Transfer Date, the Supplier Contractor shall provide to the Customer Authority or at the direction of the Customer Authority to any Replacement Supplier Contractor and/or any Replacement Sub-Contractorcontractor: the SupplierContractor's Final Supplier Contractor Personnel List, which shall identify which of the Supplier Contractor Personnel are Transferring Supplier Contractor Employees; and the Staffing Information in relation to the SupplierContractor’s Final Supplier Contractor Personnel List (insofar as such information has not previously been provided). The Customer Authority shall be permitted to use and disclose information provided by the Supplier Contractor under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier Contractor and/or Replacement Sub-Contractorcontractor. The Supplier Contractor warrants, for the benefit of the CustomerAuthority, any Replacement SupplierContractor, and any Replacement Sub-Contractor contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier Contractor agrees, that it shall not, and agrees to procure that each Sub‑Contractor Sub‑contractor shall not, assign any person to the provision of the Services who is not listed on the SupplierContractor’s Provisional Supplier Contractor Personnel List and shall not without the approval of the Customer Authority (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Contractor Personnel listed on the Supplier Contractor Provisional Supplier Contractor Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Contractor Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Contractor Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the SupplierContractor's Provisional Supplier Contractor Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the SupplierContractor's Provisional Supplier Contractor Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor contractor shall promptly notify, the Customer Authority or, at the direction of the CustomerAuthority, any Replacement Supplier Contractor and any Replacement Sub-Contractor contractor of any notice to terminate employment given by the Supplier Contractor or relevant Sub-Contractor contractor or received from any persons listed on the SupplierContractor's Provisional Supplier Contractor Personnel List regardless of when such notice takes effect. During the Term, the Supplier Contractor shall provide, and shall procure that each Sub‑Contractor Sub‑contractor shall provide, to the Customer Authority any information the Customer Authority may reasonably require relating to the manner in which the Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer Contracting Authority of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months Months before the end of the Term; and receipt of a written request of the Customer Contracting Authority at any time (provided that the Customer Contracting Authority shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's ’s Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's ’s Provisional Supplier Personnel List and it shall provide an updated Supplier's ’s Provisional Supplier Personnel List at such intervals as are reasonably requested by the CustomerContracting Authority. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer Contracting Authority or at the direction of the Customer Contracting Authority to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's ’s Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer Contracting Authority shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the CustomerContracting Authority, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer Contracting Authority (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's ’s Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's ’s Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer Contracting Authority or, at the direction of the CustomerContracting Authority, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's ’s Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer Contracting Authority any information the Customer Contracting Authority may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer Authority of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination partial termination of this Call Off ContractFramework Agreement; the date which is twelve twenty four (1224) months before the end of the TermFramework Period; and receipt of a written request of the Customer Authority at any time (provided that the Customer Authority shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the CustomerAuthority. At least thirty twenty (3020) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer Authority or at the direction of the Customer Authority to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel Staff are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer Authority shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 27.2 of Part D of this Framework Schedule for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the CustomerAuthority, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 paragraphs 27.1 and 1.2 27.2 of Part D of this Framework Schedule shall be true and accurate in all material respects at the time of providing the informationrespects. From the date of the earliest event referred to in Paragraph 1.1paragraph 27.1 of Part D of this Framework Schedule, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor Sub-Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer Authority (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel Staff listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel Staff (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel Staff save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer Authority or, at the direction of the CustomerAuthority, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the TermFramework Period, the Supplier shall provide to the Authority any information the Authority may reasonably require relating to any individual employed, assigned or engaged in providing the Services (subject to any limitations imposed by the DPA) including without limitation the Staffing Information and, upon reasonable request by the Authority and subject only to any limitation imposed by the DPA, the Supplier shall provide, and shall procure that each Sub‑Contractor Sub-Contractor shall provide, the Authority or, at the direction of the Authority to a Replacement Supplier and/or any Replacement Sub-Contractor with access (on reasonable notice and during normal working hours) to such employment records as the Authority reasonably requests and shall allow the Authority or at the Authority’s direction, the Replacement Supplier and/or any Replacement Sub-Contractor to have copies of any such documents. The Supplier shall provide, and shall procure that each Sub-Contractor shall provide, all reasonable cooperation and assistance to the Customer Authority, any Replacement Supplier and/or any Replacement Sub-Contractor to ensure the smooth transfer of the Transferring Supplier Employees on the Service Transfer Date including providing sufficient information in advance of the Customer may reasonably require relating Service Transfer Date to ensure that all necessary payroll arrangements can be made to enable the Transferring Supplier Employees to be paid as appropriate. Without prejudice to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any generality of the Schemes or any broadly comparable scheme set up pursuant to foregoing, within five (5) Working Days following the provisions of paragraph 2.2 Service Transfer Date, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Authority or, at the direction of the Annex (Pensions) Authority, to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 any Replacement Supplier and/or any Replacement Sub-Contractor (as appropriate), in respect of each person on the Supplier's Final Personnel List who is a Transferring Supplier Employee: the most recent month's copy pay slip data; anddetails of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees This agreement envisages that within twenty (20) Working Days subsequent to its commencement, the identity of the earliest of: receipt provider of the Services (or any part of the Services) may change (whether as a notification result of termination of the Contract, or part or otherwise) resulting in a transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Council or Replacement Contractor will inherit liabilities in respect of the Relevant Employees with effect from the Customer of a relevant Service Transfer or intended Service Transfer; receipt Date. The Contractor shall [and shall procure that any Sub-Contractor shall] on receiving notice of termination of the giving Contract or otherwise, on request from the Council and at such times as required by TUPE, provide in respect of notice of early termination any person engaged or employed by the Contractor or any Partial Termination of this Call Off Contract; Sub-Contractor in the date which is twelve (12) months before the end provision of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPAServices, the Supplier's Contractor’s Provisional Supplier Personnel List, together with Staff List and the Staffing Information in relation together with any additional information required by the Council, including information as to the Supplier's Provisional Supplier Personnel List application of TUPE to the employees. The Contractor shall notify the Council of any material changes to this information as and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customerwhen they occur. At least thirty (30) Working Days 14 days prior to the Service Transfer Date, the Supplier Contractor shall [and shall procure that any Sub-Contractor shall] prepare and provide to the Customer or Council and/or, at the direction of the Customer Council, to any the Replacement Supplier and/or any Replacement Sub-Contractor: , the Supplier's Contractor’s Final Supplier Personnel Staff List, which shall be complete and accurate in all material respects. The Contractor’s Final Staff List shall identify which of the Supplier Personnel Contractor’s and Sub-Contractor’s personnel named are Transferring Supplier Relevant Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer Council shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 Contractor’s Provisional Staff List, the Contractor’s Final Staff List and 1.2 the Staffing Information for the purpose of informing any tenderer or other prospective Replacement Supplier and/or Replacement Sub-ContractorContractor for any services that are substantially the same type of services as (or any part of) the Services. The Supplier warrantsContractor warrants that the Contractor’s Provisional Staff List, for the benefit of Contractor’s Final Staff List and the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall Staffing Information (TUPE Information) will be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to and that no persons are employed or engaged in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed other than those included on the SupplierContractor’s Provisional Supplier Personnel List Final Staff List. The Contractor shall [and shall procure that any Sub-Contractor shall] ensure at all times that it has the right to provide the TUPE Information under Data Protection Laws. Any change to the TUPE Information which would increase the total employment costs of the staff in the [six] months prior to termination of the Contract shall not (so far as reasonably practicable) take place without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent gradeCouncil’s prior written consent, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material unless such changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) are required by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, law. The Contractor shall and shall promptly notify, and procure that each any Sub-Contractor shall promptly notify, supply to the Customer or, Council full particulars of such proposed changes and the Council shall be afforded reasonable time to consider them. The Contractor shall indemnify and keep indemnified in full the Council [and at the direction of Council’s request each and every Replacement Contractor] against all Employment Liabilities relating to: any person who is or has been employed or engaged by the Customer, Contractor or any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by in connection with the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership provision of any of the Schemes Services; or any broadly comparable scheme set up pursuant trade union or staff association or employee representative (where such claim arises as a result of any act, fault or omission of the Contractor and/or any Sub-Contractor), arising from or connected with any failure by the Contractor and/or any Sub-Contractor to comply with any legal obligation, whether under regulation 13 or 14 of TUPE or any award of compensation under regulation 15 of TUPE, under the Acquired Rights Directive or otherwise and, whether any such claim arises or has its origin before or after the Service Transfer Date. The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled. The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraph 19.1 to paragraph 19.8, to the provisions of paragraph 2.2 extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor or the Council in its own right under section 1(1) of the Annex Contracts (PensionsRights of Third Parties) to Part A Xxx 0000. Despite paragraph 22.10, it is expressly agreed that the parties may by agreement rescind or vary any terms of this Call Off contract without the consent of any other person who has the right to enforce its terms or the term in question despite that such rescission or variation may extinguish or alter that person’s entitlement under that right. Part 2. Third party employees Third Party Employees SCHEDULE 6 - COMMERCIALLY SENSITIVE INFORMATION [DETAILS OF ANY CONTRACTOR INFORMATION TO BE CLASSIFIED AS COMMERCIALLY SENSITIVE] [SCHEDULE 7 - SAFEGUARDING CHILDREN AND VULNERABLE ADULTS Definitions The following definitions shall apply in this Schedule 10 or paragraph 2.3 of the Annex 7 (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); andSafeguarding Children and Vulnerable Adults):

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which the Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination partial termination of this Call Off Contract; the date which is twelve twenty four (1224) months before the end of the TermCall Off Contract Period; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty twenty (3020) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 paragraphs 137.1 and 1.2 137.2 of Part D of this Call Off Schedule for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 paragraphs 137.1 and 1.2 137.2 of Part D of this Call Off Schedule shall be true and accurate in all material respects at the time of providing the informationrespects. From the date of the earliest event referred to in Paragraph 1.1paragraph 137.1 of Part D of this Call Off Schedule, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor Sub-Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the TermCall Off Contract Period, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, provide to the Customer any information the Customer may reasonably require relating to the manner in which Services are organisedany individual employed, which shall include: the numbers of employees assigned or engaged in providing the Services; Services (subject to any limitations imposed by the percentage DPA) including without limitation the Staffing Information and, upon reasonable request by the Customer and subject only to any limitation imposed by the DPA, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Customer or, at the direction of time spent by each employee engaged in providing the Services; Customer to a Replacement Supplier and/or any Replacement Sub-Contractor with access (on reasonable notice and during normal working hours) to such employment records as the extent Customer reasonably requests and shall allow the Customer or at the Customer’s direction, the Replacement Supplier and/or any Replacement Sub-Contractor to which each employee qualifies for membership have copies of any such documents. The Supplier shall provide, and shall procure that each Sub-Contractor shall provide, all reasonable cooperation and assistance to the Customer, any Replacement Supplier and/or any Replacement Sub-Contractor to ensure the smooth transfer of the Schemes or any broadly comparable scheme set up pursuant Transferring Supplier Employees on the Service Transfer Date including providing sufficient information in advance of the Service Transfer Date to ensure that all necessary payroll arrangements can be made to enable the Transferring Supplier Employees to be paid as appropriate. Without prejudice to the provisions of paragraph 2.2 generality of the Annex foregoing, within five (Pensions5) to Part A of this Call Off Schedule 10 or paragraph 2.3 Working Days following the Service Transfer Date, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Customer or, at the direction of the Annex (Pensions) Customer, to Part B of this Call Off Schedule 10 any Replacement Supplier and/or any Replacement Sub-Contractor (as appropriate), in respect of each person on the Supplier's Final Personnel List who is a Transferring Supplier Employee: the most recent month's copy pay slip data; anddetails of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees This agreement envisages that within twenty (20) Working Days subsequent to its commencement, the identity of the earliest of: receipt provider of the Services (or any part of the Services) may change (whether as a notification result of termination of the Contract, or part or otherwise) resulting in a transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Council or Replacement Contractor will inherit liabilities in respect of the Relevant Employees with effect from the Customer of a relevant Service Transfer or intended Service Transfer; receipt Date. The Contractor shall [and shall procure that any Sub-Contractor shall] on receiving notice of termination of the giving Contract or otherwise, on request from the Council and at such times as required by TUPE, provide in respect of notice of early termination any person engaged or employed by the Contractor or any Partial Termination of this Call Off Contract; Sub-Contractor in the date which is twelve (12) months before the end provision of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPAServices, the Supplier's Contractor’s Provisional Supplier Personnel List, together with Staff List and the Staffing Information in relation together with any additional information required by the Council, including information as to the Supplier's Provisional Supplier Personnel List application of TUPE to the employees. The Contractor shall notify the Council of any material changes to this information as and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customerwhen they occur. At least thirty (30) Working Days 14 days prior to the Service Transfer Date, the Supplier Contractor shall [and shall procure that any Sub-Contractor shall] prepare and provide to the Customer or Council and/or, at the direction of the Customer Council, to any the Replacement Supplier and/or any Replacement Sub-Contractor: , the Supplier's Contractor’s Final Supplier Personnel Staff List, which shall be complete and accurate in all material respects. The Contractor’s Final Staff List shall identify which of the Supplier Personnel Contractor’s and Sub-Contractor’s personnel named are Transferring Supplier Relevant Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer Council shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 Contractor’s Provisional Staff List, the Contractor’s Final Staff List and 1.2 the Staffing Information for the purpose of informing any tenderer or other prospective Replacement Supplier and/or Replacement Sub-ContractorContractor for any services that are substantially the same type of services as (or any part of) the Services. The Supplier warrantsContractor warrants that the Contractor’s Provisional Staff List, for the benefit of Contractor’s Final Staff List and the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall Staffing Information (TUPE Information) will be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to and that no persons are employed or engaged in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services other than those included on the Contractor’s Final Staff List. The Contractor shall [and shall procure that any Sub-Contractor shall] ensure at all times that it has the right to provide the TUPE Information under Data Protection Laws. Any change to the TUPE Information which would increase the total employment costs of the staff in the [six] months prior to termination of the Contract shall not (so far as reasonably practicable) take place without the Council’s prior written consent, unless such changes are required by law. The Contractor shall and shall procure that any Sub-Contractor shall supply to the Council full particulars of such proposed changes and the Council shall be afforded reasonable time to consider them. The Contractor shall indemnify and keep indemnified in full the Council [and at the Council’s request each and every Replacement Contractor] against all Employment Liabilities relating to: any person who is not listed on or has been employed or engaged by the Supplier’s Provisional Supplier Personnel List Contractor or any Sub-Contractor in connection with the provision of any of the Services; or any trade union or staff association or employee representative (where such claim arises as a result of any act, fault or omission of the Contractor and/or any Sub-Contractor), arising from or connected with any failure by the Contractor and/or any Sub-Contractor to comply with any legal obligation, whether under regulation 13 or 14 of TUPE or any award of compensation under regulation 15 of TUPE, under the Acquired Rights Directive or otherwise and, whether any such claim arises or has its origin before or after the Service Transfer Date. The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled. The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall not apply to paragraph 19.1 to paragraph 19.8, to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor or the Council in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000. Despite paragraph 19.10, it is expressly agreed that the parties may by agreement rescind or vary any terms of this contract without the approval consent of any other person who has the Customer (not right to be unreasonably withheld enforce its terms or delayed): replace the term in question despite that such rescission or re-deploy any Supplier Personnel listed variation may extinguish or alter that person’s entitlement under that right. [SECOND GENERATION OUTSOURCING – NO FORMER LBC/ LOCAL AUTHORITY STAFF PROVIDING SERVICES - see covering note] Part 1. Transfer of employees DEFINITIONS The definitions in this paragraph apply in this schedule: Effective Date: the date(s) on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on which the Services (or the relevant any part of the Services) by transfer from any of Third Party Employer to the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual Contractor or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary processSub-contractor, and a reference to Effective Date shall promptly notify, and procure that each be deemed to be the date on which the employees in question transferred or will transfer to the Contractor or Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); andcontractor.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) 20 Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Call-Off Contract; the date which is twelve (12) 12 months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) 6 month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) 20 Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor Sub-Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor Sub-Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which the Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; and a description of the extent to which nature of the work undertaken by each employee qualifies for membership of by location. The Supplier shall provide, and shall procure that each Sub-Contractor shall provide, all reasonable cooperation and assistance to the Customer, any Replacement Supplier and/or any Replacement Sub-Contractor to ensure the smooth transfer of the Schemes or any broadly comparable scheme set up pursuant Transferring Supplier Employees on the Service Transfer Date including providing sufficient information in advance of the Service Transfer Date to ensure that all necessary payroll arrangements can be made to enable the Transferring Supplier Employees to be paid as appropriate. Without prejudice to the provisions of paragraph 2.2 generality of the Annex (Pensions) foregoing, within 5 Working Days following the Service Transfer Date, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, to Part A of this Call Off Schedule 10 or paragraph 2.3 the Customer or, at the direction of the Annex (Pensions) Customer, to Part B of this Call Off Schedule 10 any Replacement Supplier and/or any Replacement Sub-Contractor (as appropriate), in respect of each person on the Supplier's Final Supplier Personnel List who is a Transferring Supplier Employee: the most recent month's copy pay slip data; anddetails of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

EMPLOYMENT EXIT PROVISIONS. PREPre-SERVICE TRANSFER OBLIGATIONS service Transfer Obligations The Supplier Consultant agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer Employer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination partial termination of this Call Off Contractcontract; the date which is twelve (12) months before the end of the Termservice period; and receipt of a written request of the Customer Employer at any time (provided that the Customer Employer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPAData Protection Legislation, the SupplierConsultant's Provisional Supplier Personnel List, together with the Staffing Information in relation to the SupplierConsultant's Provisional Supplier Personnel List and it shall provide an updated SupplierConsultant's Provisional Supplier Personnel List at such intervals as are reasonably requested by the CustomerEmployer. At least thirty twenty (3020) Working Days prior to the Service Transfer Date, the Supplier Consultant shall provide to the Customer Employer or at the direction of the Customer Employer to any Replacement Supplier Consultant and/or any Replacement Sub-ContractorConsultant: the SupplierConsultant's Final Supplier Personnel List, which shall identify which of the Supplier Personnel Staff are Transferring Supplier Consultant Employees; and the Staffing Information in relation to the SupplierConsultant’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer Employer shall be permitted to use and disclose information provided by the Supplier Consultant under Paragraphs 1.1 paragraphs 31.1 and 1.2 31.2 of Part D of this Annex G for the purpose of informing any prospective Replacement Supplier Consultant and/or Replacement Sub-ContractorConsultant. The Supplier Consultant warrants, for the benefit of the CustomerEmployer, any Replacement SupplierConsultant, and any Replacement Sub-Contractor Consultant that all information provided pursuant to Paragraphs 1.1 paragraphs 31.1 and 1.2 31.2 of Part D of this Annex G shall be true and accurate in all material respects at the time of providing the informationrespects. From the date of the earliest event referred to in Paragraph 1.1paragraphs 31.1.1 to 31.1.3 of Part D of this Annex G, the Supplier Consultant agrees, that it shall not, and agrees to procure that each Sub‑Contractor Sub-Consultant shall not, assign any person to the provision of the Services who is not listed on the SupplierConsultant’s Provisional Supplier Personnel List and shall not without the approval of the Customer Employer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel Staff listed on the Supplier Consultant’s Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel Staff (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel Staff save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the SupplierConsultant's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the SupplierConsultant's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor Consultant shall promptly notify, the Customer Employer or, at the direction of the CustomerEmployer, any Replacement Supplier Consultant and any Replacement Sub-Contractor Consultant of any notice to terminate employment given by the Supplier Consultant or relevant Sub-Contractor Consultant or received from any persons listed on the SupplierConsultant's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Termservice period, the Supplier Consultant shall provide to the Employer any information the Employer may reasonably require relating to any individual employed, assigned or engaged in providing the Services (subject to any limitations imposed by the Data Protection Legislation) including without limitation the Staffing Information and, upon reasonable request by the Employer and subject only to any limitation imposed by the Data Protection Legislation, the Consultant shall provide, and shall procure that each Sub‑Contractor Sub-Consultant shall provide, the Employer or, at the direction of the Employer to a Replacement Consultant and/or any Replacement Sub-Consultant with access (on reasonable notice and during normal working hours) to such employment records as the Employer reasonably requests and shall allow the Employer or at the Employer’s direction, the Replacement Consultant and/or any Replacement Sub-Consultant to have copies of any such documents. The Consultant shall provide, and shall procure that each Sub-Consultant shall provide, all reasonable cooperation and assistance to the Customer Employer, any Replacement Consultant and/or any Replacement Sub-Consultant to ensure the smooth transfer of the Transferring Consultant Employees on the Service Transfer Date including providing sufficient information in advance of the Customer may reasonably require relating Service Transfer Date to ensure that all necessary payroll arrangements can be made to enable the Transferring Consultant Employees to be paid as appropriate. Without prejudice to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any generality of the Schemes or any broadly comparable scheme set up pursuant to foregoing, within five (5) Working Days following the provisions of paragraph 2.2 Service Transfer Date, the Consultant shall provide, and shall procure that each Sub-Consultant shall provide, the Employer or, at the direction of the Annex (Pensions) Employer, to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 any Replacement Consultant and/or any Replacement Sub-Consultant (as appropriate), in respect of each person on the Consultant's Final Personnel List who is a Transferring Consultant Employee: the most recent month's copy pay slip data; anddetails of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) 20 Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) 12 months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) 6 month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) 20 Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractorcontractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractorcontractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor Sub‑contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor Sub‑contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which the Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination partial termination of this Call Off Contract; the date which is twelve twenty four (1224) months before the end of the TermCall Off Contract Period; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPAData Protection Legislation, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty twenty (3020) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 paragraphs 147.1 and 1.2 147.2 of Part D of this Call Off Schedule for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 paragraphs 147.1 and 1.2 147.2 of Part D of this Call Off Schedule shall be true and accurate in all material respects at the time of providing the informationrespects. From the date of the earliest event referred to in Paragraph 1.1paragraph 147.1 of Part D of this Call Off Schedule, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor Sub-Contractor shall not, assign any person to the provision of the Goods and/or Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Goods and/or Services (or the relevant part of the Goods and/or Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Goods and/or Services (or the relevant part of the Goods and/or Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the TermCall Off Contract Period, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, provide to the Customer any information the Customer may reasonably require relating to the manner in which Services are organisedany individual employed, which shall include: the numbers of employees assigned or engaged in providing the Services; Goods and/or Services (subject to any limitations imposed by the percentage Data Protection Legislation) including without limitation the Staffing Information and, upon reasonable request by the Customer and subject only to any limitation imposed by the Data Protection Legislation, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Customer or, at the direction of time spent by each employee engaged in providing the Services; Customer to a Replacement Supplier and/or any Replacement Sub-Contractor with access (on reasonable notice and during normal working hours) to such employment records as the extent Customer reasonably requests and shall allow the Customer or at the Customer’s direction, the Replacement Supplier and/or any Replacement Sub-Contractor to which each employee qualifies for membership have copies of any such documents. The Supplier shall provide, and shall procure that each Sub-Contractor shall provide, all reasonable cooperation and assistance to the Customer, any Replacement Supplier and/or any Replacement Sub-Contractor to ensure the smooth transfer of the Schemes or any broadly comparable scheme set up pursuant Transferring Supplier Employees on the Service Transfer Date including providing sufficient information in advance of the Service Transfer Date to ensure that all necessary payroll arrangements can be made to enable the Transferring Supplier Employees to be paid as appropriate. Without prejudice to the provisions of paragraph 2.2 generality of the Annex foregoing, within five (Pensions5) to Part A of this Call Off Schedule 10 or paragraph 2.3 Working Days following the Service Transfer Date, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Customer or, at the direction of the Annex (Pensions) Customer, to Part B of this Call Off Schedule 10 any Replacement Supplier and/or any Replacement Sub-Contractor (as appropriate), in respect of each person on the Supplier's Final Personnel List who is a Transferring Supplier Employee: the most recent month's copy pay slip data; anddetails of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier Contractor agrees that that, subject to compliance with the Data Protection Legislation: within twenty (20) Working Days 20 days of the earliest of: receipt of a notification from the Customer Authority of a Service Transfer or intended Service Transfer; or receipt of the giving of notice of early termination of this Contract or any Partial Termination of this Call Off Contractpart thereof; or the date which is twelve (12) 6 months before the end expiry of the Term; and Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Customer Authority at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period)time, it shall provide in a suitably anonymised format so as to comply with the DPA, the SupplierContractor's Provisional Supplier Personnel List, together with Staff List and the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List Authority or, at the direction of the Authority, to a Replacement Contractor and it shall provide an updated SupplierContractor's Provisional Supplier Personnel Staff List at such intervals as are when reasonably requested by the Customer. At Authority or, any Replacement Contractor; at least thirty (30) Working Days 14 days prior to the Service Transfer Date, the Supplier Contractor shall prepare and provide to the Customer or Authority and/or, at the direction of the Customer Authority, to any the Replacement Supplier and/or any Replacement Sub-Contractor: , the SupplierContractor's Final Supplier Personnel Staff List, which shall be complete and accurate in all material respects. The Contractor's Final Staff List shall identify which of the Supplier Personnel Contractor's Staff named are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer Authority shall be permitted to use and disclose information provided the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information for informing any tenderer or other prospective Replacement Contractor for any services which are substantially the same type of services (or any part thereof) as the Services; and upon reasonable request by the Supplier under Paragraphs 1.1 Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and 1.2 for during normal working hours) to such employment records (and provide copies) as the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-ContractorAuthority reasonably requests. The Supplier warrantsContractor warrants that the Contractor's Provisional Staff List, for the benefit of Contractor's Final Staff List and the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall Staffing Information will be true and accurate in all material respects at the time of providing the informationrespects. From the date of the earliest event referred to in Paragraph 1.1paragraph 2.1.1 of this Schedule XY, the Supplier agrees, Contractor agrees that it shall not, and agrees to procure that each Sub‑Contractor shall notnot without the prior written consent of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed on in the Supplier’s Contractor's Provisional Supplier Personnel Staff List and shall not without the approval prior written consent of the Customer Authority (such consent not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel increase the total number of employees listed on the Supplier Contractor's Provisional Supplier Personnel Staff List other than where any replacement is of equivalent grade, skills, experience save for fulfilling assignments and expertise projects previously scheduled and is employed on agreed with the same terms and conditions of employment as the person he/she replacesAuthority; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of any employees listed on the Supplier Personnel (including any payments connected with the termination of employment)Contractor's Provisional Staff List; increase the proportion of working time spent on the Services (or the relevant part of the Servicespart) by any of the Supplier Personnel Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreedagreed with the Authority; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the SupplierContractor's Provisional Supplier Personnel Staff List; increase or reduce and replace any of the total number of employees so engaged, Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part part) or increase the number of the Services); employees or terminate or give notice to terminate the employment or contracts of any persons on the SupplierContractor's Provisional Supplier Personnel List save by due disciplinary process, and shall Staff List. The Contractor will promptly notify, and procure that each Sub-Contractor shall promptly notify, notify the Customer Authority or, at the direction of the CustomerAuthority, any the Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the SupplierContractor's Provisional Supplier Personnel Staff List regardless of when such notice takes effect. During At least 14 days before the Termexpected Service Transfer Date, the Supplier Contractor shall provide, and shall procure that each Sub‑Contractor shall provide, provide to the Customer Authority or any information Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Customer Contractor's Final Staff List who is a Transferring Employee, their: pay slip data for the most recent month; cumulative pay for tax and pension purposes; cumulative tax paid; tax code; voluntary deductions from pay; and bank or building society account details for payroll purposes. In connection with a Relevant Transfer, the parties agree that: the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date. The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to: the Contractor's failure to perform and discharge any such obligation; any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date; all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date; any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may reasonably require be liable by virtue of this Contract and/or the TUPE Regulations; any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing. The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date. The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of: any act or omission by the Authority relating to a Transferring Employee occurring on or after the manner Service Transfer Date; and all and any claims in which Services are organisedrespect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, which shall include: bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the numbers Service Transfer Date. any claim arising out of employees engaged in providing the Services; provision of, or proposal by the percentage of time spent by each employee engaged in providing the Services; the extent Authority to which each employee qualifies for membership offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and any act or omission of the Schemes or any broadly comparable scheme set up pursuant Authority in relation to the provisions of paragraph 2.2 its obligations under Regulation 11 of the Annex (Pensions) TUPE Regulations. The parties shall co-operate to Part A of this Call Off Schedule 10 ensure that any requirement to inform and consult with the employees and or paragraph 2.3 of the Annex (Pensions) employee representatives in relation to Part B of this Call Off Schedule 10 (as appropriate); andany Relevant Transfer will be fulfilled.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off ContractContract ; the date which is twelve (12) months Months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Suppliers Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Suppliers Provisional Supplier Personnel List and it shall provide an updated Supplier's Suppliers Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Suppliers Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Suppliers Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Suppliers Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Suppliers Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Suppliers Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Suppliers Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees This agreement envisages that within twenty (20) Working Days subsequent to its commencement, the identity of the earliest of: receipt provider of the Services (or any part of the Services) may change (whether as a notification result of termination of the Contract, or part or otherwise) resulting in a transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Council or Replacement Contractor will inherit liabilities in respect of the Relevant Employees with effect from the Customer of a relevant Service Transfer or intended Service Transfer; receipt Date. The Contractor shall [and shall procure that any Sub-Contractor shall] on receiving notice of termination of the giving Contract or otherwise, on request from the Council and at such times as required by TUPE, provide in respect of notice of early termination any person engaged or employed by the Contractor or any Partial Termination of this Call Off Contract; Sub-Contractor in the date which is twelve (12) months before the end provision of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPAServices, the Supplier's Contractor’s Provisional Supplier Personnel List, together with Staff List and the Staffing Information in relation together with any additional information required by the Council, including information as to the Supplier's Provisional Supplier Personnel List application of TUPE to the employees. The Contractor shall notify the Council of any material changes to this information as and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customerwhen they occur. At least thirty (30) Working Days 14 days prior to the Service Transfer Date, the Supplier Contractor shall [and shall procure that any Sub-Contractor shall] prepare and provide to the Customer or Council and/or, at the direction of the Customer Council, to any the Replacement Supplier and/or any Replacement Sub-Contractor: , the Supplier's Contractor’s Final Supplier Personnel Staff List, which shall be complete and accurate in all material respects. The Contractor’s Final Staff List shall identify which of the Supplier Personnel Contractor’s and Sub-Contractor’s personnel named are Transferring Supplier Relevant Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer Council shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 Contractor’s Provisional Staff List, the Contractor’s Final Staff List and 1.2 the Staffing Information for the purpose of informing any tenderer or other prospective Replacement Supplier and/or Replacement Sub-ContractorContractor for any services that are substantially the same type of services as (or any part of) the Services. The Supplier warrantsContractor warrants that the Contractor’s Provisional Staff List, for the benefit of Contractor’s Final Staff List and the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall Staffing Information (TUPE Information) will be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to and that no persons are employed or engaged in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed other than those included on the SupplierContractor’s Provisional Supplier Personnel List Final Staff List. The Contractor shall [and shall procure that any Sub-Contractor shall] ensure at all times that it has the right to provide the TUPE Information under Data Protection Laws. Any change to the TUPE Information which would increase the total employment costs of the staff in the [six] months prior to termination of the Contract shall not (so far as reasonably practicable) take place without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent gradeCouncil’s prior written consent, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, permit or implement any material unless such changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) are required by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, law. The Contractor shall and shall promptly notify, and procure that each any Sub-Contractor shall promptly notify, supply to the Customer or, Council full particulars of such proposed changes and the Council shall be afforded reasonable time to consider them. The Contractor shall indemnify and keep indemnified in full the Council [and at the direction of Council’s request each and every Replacement Contractor] against all Employment Liabilities relating to: any person who is or has been employed or engaged by the Customer, Contractor or any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by in connection with the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership provision of any of the Schemes Services; or any broadly comparable scheme set up pursuant trade union or staff association or employee representative (where such claim arises as a result of any act, fault or omission of the Contractor and/or any Sub-Contractor), arising from or connected with any failure by the Contractor and/or any Sub-Contractor to comply with any legal obligation, whether under regulation 13 or 14 of TUPE or any award of compensation under regulation 15 of TUPE, under the Acquired Rights Directive or otherwise and, whether any such claim arises or has its origin before or after the Service Transfer Date. The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled. The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraph 23.1 to paragraph 23.8, to the provisions of paragraph 2.2 extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor or the Council in its own right under section 1(1) of the Annex Contracts (PensionsRights of Third Parties) to Part A Xxx 0000. Despite paragraph 23.10, it is expressly agreed that the parties may by agreement rescind or vary any terms of this Call Off Schedule 10 contract without the consent of any other person who has the right to enforce its terms or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); andterm in question despite that such rescission or variation may extinguish or alter that person’s entitlement under that right.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination partial termination of this Call Off Contract; the date which is twelve twenty four (1224) months before the end of the TermCall Off Contract Period; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty twenty (3020) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 paragraphs 147.1 and 1.2 147.2 of Part D of this Call Off Schedule for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 paragraphs 147.1 and 1.2 147.2 of Part D of this Call Off Schedule shall be true and accurate in all material respects at the time of providing the informationrespects. From the date of the earliest event referred to in Paragraph 1.1paragraph 147.1 of Part D of this Call Off Schedule, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor Sub-Contractor shall not, assign any person to the provision of the Goods and/or Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Goods and/or Services (or the relevant part of the Goods and/or Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Goods and/or Services (or the relevant part of the Goods and/or Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the TermCall Off Contract Period, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, provide to the Customer any information the Customer may reasonably require relating to the manner in which Services are organisedany individual employed, which shall include: the numbers of employees assigned or engaged in providing the Services; Goods and/or Services (subject to any limitations imposed by the percentage DPA) including without limitation the Staffing Information and, upon reasonable request by the Customer and subject only to any limitation imposed by the DPA, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Customer or, at the direction of time spent by each employee engaged in providing the Services; Customer to a Replacement Supplier and/or any Replacement Sub-Contractor with access (on reasonable notice and during normal working hours) to such employment records as the extent Customer reasonably requests and shall allow the Customer or at the Customer’s direction, the Replacement Supplier and/or any Replacement Sub-Contractor to which each employee qualifies for membership have copies of any such documents. The Supplier shall provide, and shall procure that each Sub-Contractor shall provide, all reasonable cooperation and assistance to the Customer, any Replacement Supplier and/or any Replacement Sub-Contractor to ensure the smooth transfer of the Schemes or any broadly comparable scheme set up pursuant Transferring Supplier Employees on the Service Transfer Date including providing sufficient information in advance of the Service Transfer Date to ensure that all necessary payroll arrangements can be made to enable the Transferring Supplier Employees to be paid as appropriate. Without prejudice to the provisions of paragraph 2.2 generality of the Annex foregoing, within five (Pensions5) to Part A of this Call Off Schedule 10 or paragraph 2.3 Working Days following the Service Transfer Date, the Supplier shall provide, and shall procure that each Sub-Contractor shall provide, the Customer or, at the direction of the Annex (Pensions) Customer, to Part B of this Call Off Schedule 10 any Replacement Supplier and/or any Replacement Sub-Contractor (as appropriate), in respect of each person on the Supplier's Final Personnel List who is a Transferring Supplier Employee: the most recent month's copy pay slip data; anddetails of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which the Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and

EMPLOYMENT EXIT PROVISIONS. PRE-SERVICE TRANSFER OBLIGATIONS The Supplier agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any Partial Termination of this Call Off Contract; the date which is twelve (12) months Months before the end of the Term; and receipt of a written request of the Customer at any time (provided that the Customer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Suppliers Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Suppliers Provisional Supplier Personnel List and it shall provide an updated Supplier's Suppliers Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. At least thirty (30) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-Contractor: the Supplier's Suppliers Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and the Staffing Information in relation to the Supplier’s Suppliers Final Supplier Personnel List (insofar as such information has not previously been provided). The Customer shall be permitted to use and disclose information provided by the Supplier under Paragraphs 1.1 and 1.2 for the purpose of informing any prospective Replacement Supplier and/or Replacement Sub-Contractor. The Supplier warrants, for the benefit of the Customer, any Replacement Supplier, and any Replacement Sub-Contractor that all information provided pursuant to Paragraphs 1.1 and 1.2 shall be true and accurate in all material respects at the time of providing the information. From the date of the earliest event referred to in Paragraph 1.1, the Supplier agrees, that it shall not, and agrees to procure that each Sub‑Contractor shall not, assign any person to the provision of the Services who is not listed on the Supplier’s Suppliers Provisional Supplier Personnel List and shall not without the approval of the Customer (not to be unreasonably withheld or delayed): replace or re-deploy any Supplier Personnel listed on the Supplier Provisional Supplier Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose, propose or permit or implement any material changes to the terms and conditions of employment of the Supplier Personnel (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any of the Supplier Personnel save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier's Suppliers Provisional Supplier Personnel List; increase or reduce the total number of employees so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Suppliers Provisional Supplier Personnel List save by due disciplinary process, and shall promptly notify, and procure that each Sub-Contractor shall promptly notify, the Customer or, at the direction of the Customer, any Replacement Supplier and any Replacement Sub-Contractor of any notice to terminate employment given by the Supplier or relevant Sub-Contractor or received from any persons listed on the Supplier's Suppliers Provisional Supplier Personnel List regardless of when such notice takes effect. During the Term, the Supplier shall provide, and shall procure that each Sub‑Contractor shall provide, to the Customer any information the Customer may reasonably require relating to the manner in which Services are organised, which shall include: the numbers of employees engaged in providing the Services; the percentage of time spent by each employee engaged in providing the Services; the extent to which each employee qualifies for membership of any of the Schemes or any broadly comparable scheme set up pursuant to the provisions of paragraph 2.2 of the Annex (Pensions) to Part A of this Call Off Schedule 10 or paragraph 2.3 of the Annex (Pensions) to Part B of this Call Off Schedule 10 (as appropriate); and