Common use of EXIT AND SERVICE TRANSFER ARRANGEMENTS Clause in Contracts

EXIT AND SERVICE TRANSFER ARRANGEMENTS. The Supplier agrees to indemnify and keep the Customer fully indemnified in respect of any claims, costs, demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Ordered Goods, Works and Services. The Supplier shall not replace any parts or components of the Equipment used for the provision of the Ordered Goods, Works and Services with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a Customer or a replacement supplier, prior to the expiry date of this Contract or any date of termination hereof. Services Transfer Plan Where required by the Customer to do so in respect of some or all of the Ordered Goods, Works and Services, the Supplier shall prepare a Services Transfer Plan (or STP) for review by the Customer. The Supplier shall prepare the STP and submit it for review by the Customer no later than three (3) Months after (i) the Effective Date or (ii) the date of the Customer's request, whichever is the later. The Customer shall review the STP within twenty (20) Working Days of receipt from the Supplier and shall notify the Supplier of any suggested revisions to the STP. In this respect, the Customer shall act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved by the Parties within ten (10) Working Days of the Customer's notice. The agreed STP shall be signed as approved by each Party. If the Parties are unable to agree the terms of the STP, they shall refer to the disputes procedure set out at Clause 100. The STP shall provide comprehensive proposals for the activities and the associated liaison and assistance that shall be required for the successful transfer of the Ordered Goods, Works and Services, including but not limited to the following details: proposals for the identification and transfer of documentation providing details of the Ordered Goods, Works and Services; proposals for the identification of all of the Equipment; proposals for the identification of all Equipment leases, maintenance agreements and support agreements utilised by the Supplier in connection with the provision of the Ordered Goods, Works and Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; proposals for the identification and return of all Customer Furnished Items in the possession of the Supplier; a detailed summary identifying the owners of Title and Risk in all the Equipment and Customer Furnished Items following Service Transfer; proposals to enable the Customer or the replacement supplier to recruit suitably skilled personnel; proposals for the training of key members of the replacement supplier’s personnel in connection with the continuation of the provision of the Ordered Goods, Works and Services following the expiry or termination of this Contract charged at rates agreed between the Parties at that time; proposals for the granting of licences to use all software necessary for the Customer’s receipt of the Ordered Goods, Works and Services and the provision of copies of all related documentation; proposals for the transfer of all Customer’s Data then in the Supplier’s possession to either the Customer or a replacement supplier, including:

EXIT AND SERVICE TRANSFER ARRANGEMENTS. The Supplier agrees to indemnify and keep the Customer fully indemnified in respect of any claims, costs, demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Ordered Goods, Works and Services. The Supplier shall not replace any parts or components of the Equipment used for the provision of the Ordered Goods, Works and Services with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a Customer or a replacement supplier, prior to the expiry date of this Contract or any date of termination hereof. Services Transfer Plan Where required by the Customer to do so in respect of some or all of the Ordered Goods, Works and Services, the Supplier shall prepare a Services Transfer Plan (or STP) for review by the Customer. The Supplier shall prepare the STP and submit it for review by the Customer no later than three (3) Months after (i) the Effective Date or (ii) the date of the Customer's request, whichever is the later. The Customer shall review the STP within twenty (20) Working Days of receipt from the Supplier and shall notify the Supplier of any suggested revisions to the STP. In this respect, the Customer shall act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved by the Parties within ten (10) Working Days of the Customer's notice. The agreed STP shall be signed as approved by each Party. If the Parties are unable to agree the terms of the STP, they shall refer to the disputes procedure set out at Clause 10016. The STP shall provide comprehensive proposals for the activities and the associated liaison and assistance that shall be required for the successful transfer of the Ordered Goods, Works and Services, including but not limited to the following details: proposals for the identification and transfer of documentation providing details of the Ordered Goods, Works and Services; proposals for the identification of all of the Equipment; proposals for the identification of all Equipment leases, maintenance agreements and support agreements utilised by the Supplier in connection with the provision of the Ordered Goods, Works and Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; proposals for the identification and return of all Customer Furnished Items in the possession of the Supplier; a detailed summary identifying the owners of Title and Risk in all the Equipment and Customer Furnished Items following Service Transfer; proposals to enable the Customer or the replacement supplier to recruit suitably skilled personnel; proposals for the training of key members of the replacement supplier’s personnel in connection with the continuation of the provision of the Ordered Goods, Works and Services following the expiry or termination of this Contract charged at rates agreed between the Parties at that time; proposals for the granting of licences to use all software necessary for the Customer’s receipt of the Ordered Goods, Works and Services and the provision of copies of all related documentation; proposals for the transfer of all Customer’s Data then in the Supplier’s possession to either the Customer or a replacement supplier, including:

EXIT AND SERVICE TRANSFER ARRANGEMENTS. The Supplier SERVICE PROVIDER agrees to indemnify and keep the Customer CUSTOMER fully indemnified in respect of any claims, costs, demands, and liabilities arising from the provision of incorrect information provided to the Customer CUSTOMER by the SupplierSERVICE PROVIDER, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Ordered Goods, Works and Services. The Supplier SERVICE PROVIDER shall not replace any parts or components of the Equipment equipment used for the provision of the Ordered Goods, Works and Services with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a Customer CUSTOMER or a replacement supplierservice provider, prior to the expiry date of this Contract or any date of termination hereof. Services Transfer Plan Where required by the Customer to do so in respect of some or all of the Ordered Goods, Works and Services, the Supplier shall prepare a Services Transfer Plan (or STP) for review by the Customer. The Supplier shall prepare the STP and submit it for review by the Customer no No later than three (3) Months after the execution of this Contract, and thereafter as specified in paragraph 3.3, the SERVICE PROVIDER shall prepare a Services Transfer Plan (iSTP) for review by the Effective Date or (ii) the date of the Customer's request, whichever is the laterCUSTOMER. The Customer CUSTOMER shall review the STP within twenty (20) Working Days of receipt from the Supplier SERVICE PROVIDER and shall notify the Supplier SERVICE PROVIDER of any suggested revisions to the STP. In this respect, the Customer shall CUSTOMER will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved by the Parties within ten (10) Working Days of the Customer's noticeDays. The agreed STP shall be signed as approved by each Party. If the Parties are unable to agree the terms of the STP, they shall refer to the disputes procedure set out at Clause 100party. The STP shall provide comprehensive proposals for the activities and the associated liaison and assistance that shall will be required for the successful transfer of the Ordered Goods, Works and Services, including but not limited to the following details: proposals for the identification and transfer of documentation providing details of the Ordered Goods, Works and Services; proposals for the identification of all of the Equipment; proposals for the identification of all Equipment leases, maintenance agreements and support agreements utilised by the Supplier SERVICE PROVIDER in connection with the provision of the Ordered Goods, Works and Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; proposals for the identification and return of all Customer CUSTOMER Furnished Items in the possession of the SupplierSERVICE PROVIDER; a detailed summary identifying the owners of Title title and Risk risk in all the Equipment and Customer CUSTOMER Furnished Items following Service Transfertransfer; proposals to enable the Customer CUSTOMER or the replacement supplier service provider to recruit suitably skilled personnel; proposals for the training of key members of the replacement supplierservice provider’s personnel in connection with the continuation of the provision of the Ordered Goods, Works and Services following the expiry or termination of this Contract Agreement charged at rates agreed between the Parties parties at that time; proposals for the granting of licences to use all software necessary for the CustomerCUSTOMER’s receipt of the Ordered Goods, Works and Services and the provision of copies of all related documentation, wherever possible; proposals for the transfer of all CustomerCUSTOMER’s Data then in the SupplierSERVICE PROVIDER’s possession to either the Customer CUSTOMER or a replacement supplierservice provider, including:: an inventory of all CUSTOMER’s Data; details of the data structures in which the CUSTOMER’s Data is stored, in the form of an agreed data model together with information on other data structures in which the CUSTOMER’s Data could be stored; proposed transfer methods, both physical and electronic; and proposed methods for ensuring the integrity of the CUSTOMER’s Data on transfer, proposals for providing the CUSTOMER or a replacement service provider copies of: all documentation used in the provision of the Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the SERVICE PROVIDER; and all documentation relating to the use and operation of the Equipment; proposals for the methods of transfer of the Equipment to the CUSTOMER or a replacement service provider; proposals for the assignment or novation of all Equipment leases, maintenance agreements and support agreements utilised by the SERVICE PROVIDER in connection with the performance of the Ordered Services, wherever possible; proposals for the disposal of any redundant Equipment and materials; and proposals for the supply of any other information or assistance reasonably required by the CUSTOMER or a replacement service provider in order to effect an orderly hand over of the provision of the Ordered Services. The STP shall be reviewed and updated by the SERVICE PROVIDER. In this regard, the SERVICE PROVIDER shall provide a revised version of the STP to the CUSTOMER on or before 31 July and 31st January each year, (or more frequently as may be agreed between the parties). The revised STP shall be reviewed and agreed in accordance with the provisions of paragraph 3.1 of this Schedule 2-11.

EXIT AND SERVICE TRANSFER ARRANGEMENTS. The Supplier SERVICE PROVIDER agrees to indemnify and keep the Customer CUSTOMER fully indemnified in respect of any claims, costs, demands, and liabilities arising from the provision of incorrect information provided to the Customer CUSTOMER by the SupplierSERVICE PROVIDER, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Ordered Goods, Works and Services. The Supplier SERVICE PROVIDER shall not replace any parts or components of the Equipment provided by them used for the provision of the Ordered Goods, Works and Services with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a Customer CUSTOMER or a replacement supplierservice provider, prior to the expiry date of this Contract or any date of termination hereof. Services Transfer Plan Where required by the Customer to do so in respect of some or all of the Ordered Goods, Works and Services, the Supplier shall prepare a Services Transfer Plan (or STP) for review by the Customer. The Supplier shall prepare the STP and submit it for review by the Customer no No later than three (3) Months after the execution of this Contract, and thereafter as specified in paragraph 3.3, the SERVICE PROVIDER shall prepare a Services Transfer Plan (iSTP) for review by the Effective Date or (ii) the date of the Customer's request, whichever is the laterCUSTOMER. The Customer CUSTOMER shall review the STP within twenty (20) Working Days of receipt from the Supplier SERVICE PROVIDER and shall notify the Supplier SERVICE PROVIDER of any suggested revisions to the STP. In this respect, the Customer shall CUSTOMER will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved by the Parties within ten (10) Working Days of the Customer's noticeDays. The agreed STP shall be signed as approved by each Party. If the Parties are unable to agree the terms of the STP, they shall refer to the disputes procedure set out at Clause 100party. The STP shall provide comprehensive proposals for the activities and the associated liaison and assistance that shall will be required for the successful transfer of the Ordered Goods, Works and Services, including but not limited to the following details: proposals for the identification and transfer of documentation providing details of the Ordered Goods, Works and Services; proposals for the identification of all of the Equipment; proposals for the identification of all Equipment leases, maintenance agreements and support agreements utilised by the Supplier SERVICE PROVIDER in connection with the provision of the Ordered Goods, Works and Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; proposals for the identification and return of all Customer Furnished Items CUSTOMER furnished items in the possession of the SupplierSERVICE PROVIDER; a detailed summary identifying the owners of Title title and Risk risk in all the Equipment and Customer Furnished Items CUSTOMER furnished items following Service Transferservice transfer; proposals to enable the Customer CUSTOMER or the replacement supplier service provider to recruit suitably skilled personnel; proposals for the training of key members of the replacement supplierservice provider’s personnel in connection with the continuation of the provision of the Ordered Goods, Works and Services following the expiry or termination of this Contract charged at rates agreed between the Parties parties at that time; proposals for the granting of licences to use all software necessary for the CustomerCUSTOMER’s receipt of the Ordered Goods, Works and Services and the provision of copies of all related documentation; proposals for the transfer of all CustomerCUSTOMER’s Data then in the SupplierSERVICE PROVIDER’s possession to either the Customer CUSTOMER or a replacement supplierservice provider, including:: an inventory of all CUSTOMER’s Data; details of the data structures in which the CUSTOMER’s Data is stored, in the form of an agreed data model together with information on other data structures in which the CUSTOMER’s Data could be stored; proposed transfer methods, both physical and electronic; and proposed methods for ensuring the integrity of the CUSTOMER’s Data on transfer, proposals for providing the CUSTOMER or a replacement service provider copies of: all documentation used in the provision of the Ordered Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the SERVICE PROVIDER; and all documentation relating to the use and operation of the Equipment; proposals for the methods of transfer of the Equipment to the CUSTOMER or a replacement service provider; proposals for the assignment or novation of all Equipment leases, maintenance agreements and support agreements utilised by the SERVICE PROVIDER in connection with the performance of the Ordered Services; proposals for the disposal of any redundant Equipment and service materials; and proposals for the supply of any other information or assistance reasonably required by the CUSTOMER or a replacement service provider in order to effect an orderly hand over of the provision of the Ordered Services. The STP shall be reviewed and updated by the SERVICE PROVIDER. In this regard, the SERVICE PROVIDER shall provide a revised version of the STP to the CUSTOMER on or before 31 July and 31st January each year, (or more frequently as may be agreed between the parties). The revised STP shall be reviewed and agreed in accordance with the provisions of paragraph 3.1 of this Schedule 2-11.