Common use of EXIT PLAN Clause in Contracts

EXIT PLAN. The Supplier shall, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 10; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 131.3 of this Contract Schedule 10Call Off Schedule; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 12 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Ordered Panel Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this ContractContract ; complies with the requirements set out in paragraph 5.3 6.3 of this Contract Schedule 102; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Ordered Panel Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Ordered Panel Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Ordered Panel Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Ordered Panel Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Ordered Panel Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Ordered Panel Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Ordered Panel Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Ordered Panel Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 3 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Schedule 10 2 will be addressed to facilitate the transition of the Goods and/or Ordered Panel Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Ordered Panel Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Ordered Panel Services.

EXIT PLAN. The Supplier Service Provider shall, within three (3) Months months after the Contract Commencement Date, deliver to the Customer Purchaser an Exit Plan which: sets out the Suppliers Service Provider's proposed methodology for achieving an orderly transition of the Goods and/or Services (the “Transferring Services”) from the Supplier Service Provider to the Customer Purchaser and/or its Replacement Supplier Service Provider on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 103.3; and is otherwise reasonably satisfactory to the CustomerPurchaser. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the procedure set out in clause 61 (Dispute Resolution ProcedureResolution). Unless otherwise specified by the Customer or Approved, the The Exit Plan shall set out, as a minimum: how the Exit Information is obtained; separate mechanisms for dealing with Ordinary Exit and Emergency Exit, the provisions relating to Emergency Exit being prepared on the assumption that the Service Provider may be unable to provide the full level of assistance which is required by the provisions relating to Ordinary Exit, and in the case of Emergency Exit, provision for the supply by the Service Provider of all such reasonable assistance as the Purchaser shall require to enable the Purchaser or its Sub-contractors to provide the Services; the management structure to be employed during both transfer and cessation of the Goods and/or ServicesServices in an Ordinary Exit and an Emergency Exit; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable, applicable in the case of an Ordinary Exit and an Emergency Exit; how the Goods and/or Services will transfer to the Replacement Supplier Service Provider and/or the CustomerPurchaser, including details of the activities (and areas of responsibility), processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details the scope of contracts the Exit Management Services that may be required for the benefit of the Purchaser (if any) which will including such of the services set out in Annex 1 as are applicable); a timetable and critical issues for providing the Exit Management Services; any Exit Management Service Charges that would be available payable for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Exit Management Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel (calculated in connection accordance with the continuation methodology that would apply if such Services were being treated as a Contract Change), together with a total estimate of such charges; how the provision of Exit Management Services would be provided (if required) during the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materialsTermination Assistance Period; procedures to deal with requests made by the Customer Purchaser and/or a Replacement Supplier Service Provider for Staffing Information pursuant to Contract Schedule 10 clause 32Error: Reference source not found (Staff Transfertransfer on expiry or termination); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier Service Provider to the Replacement Supplier Service Provider and/or the Customer Purchaser with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period (this will include the maintenance of a ‘business as usual’ environment for the Purchaser during the Termination Assistance Period); and proposals the procedure that would be put in place for the supply of any other information or assistance reasonably required by the Customer or Service Provider to provide Purchaser Data, exported in a meaningful format, including staged reports, to a Replacement Supplier in order Service Provider for testing purposes prior to effect an orderly handover the expiry or termination of this Contract. The Parties acknowledge that the migration of the provision Services from the Service Provider to the Purchaser and/or its Replacement Service Provider may be phased, such that certain of the Goods and/or ServicesServices are handed over before others. The Service Provider shall review and (if appropriate) update the Exit Plan on a basis consistent with the principles set out in this Schedule in the first month of each Contract Year (commencing with the second Contract Year) to reflect any changes in the Services that have occurred since the Exit Plan was last agreed. Following such update the Service Provider shall submit the revised Exit Plan to the Purchaser for review. Within twenty (20) Working Days following submission of the revised Exit Plan, the Parties shall meet and use reasonable endeavours to agree the contents of the revised Exit Plan. If the Parties are unable to agree the contents of the revised Exit Plan within that twenty (20) Working Day period, such dispute shall be resolved in accordance with the procedure set out in clause 6461 (Dispute Resolution).

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 116.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 121.3 of this Contract Schedule 10Call Off Schedule; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 11 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 117.3 of this Contract Schedule 10Call Off Schedule; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 11 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Ordered Panel Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this ContractContract ; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 102; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Ordered Panel Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Ordered Panel Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Ordered Panel Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Ordered Panel Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Ordered Panel Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Ordered Panel Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Ordered Panel Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Ordered Panel Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 3 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Schedule 10 2 will be addressed to facilitate the transition of the Goods and/or Ordered Panel Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Ordered Panel Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Ordered Panel Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 30.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shallFurther to clause 5.9, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 10; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of review the Exit Plan within twenty (20) Working Days of its submissionreceipt from the Supplier and shall notify the Supplier of any suggested revisions to the Exit Plan. In this respect, then such Dispute the Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved in accordance with within ten (10) Working Days. The agreed Exit Plan shall be signed as approved by each party. The Exit Plan shall provide comprehensive proposals for the Dispute Resolution Procedureactivities and the associated liaison and assistance that will be required for the successful transfer of the Goods and Services. Unless otherwise specified by the Customer or Approved, The Supplier shall ensure that the Exit Plan shall set out, include as a minimum: a detailed description of how the Exit Information is obtainedServices will be ceased and transferred to the Customer and/or the Replacement Supplier as the case may be; details of the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable)to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may be; details of how relevant knowledge will be transferred to the Customer and/or the Replacement Supplier; and details of Licensed Goods and contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or and Services following the expiry or termination (howsoever arising) of this Contract Expiry Date charged at rates agreed between the Parties parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or and Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or and Services; proposals for the methods of transfer of the Goods and Services to the Customer or a Replacement Supplier; proposals for the assignment or novation of the provision of all servicesGoods and Services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or and Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractorcontractor); proposals for the disposal of any redundant Goods and/or and Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover hand over of the provision of the Goods and/or and Services. in the event that any Licensed Goods are to be transferred to the Replacement Supplier, the Supplier shall ensure that such transfer occurs seamlessly and in an orderly manner without causing any disruption to the provision of the Services to the Customer and that any such transfer is effected by the Supplier and Replacement Supplier in accordance with Law (together with any applicable regulations); where a Replacement Supplier determines that any Licensed Goods must be replaced to enable it to perform the Services, the Supplier shall liaise with the Replacement Supplier to co-ordinate the removal of the Licensed Goods with the Replacement Supplier's installation of replacement goods and in such circumstances the Supplier shall ensure that the removal and replacement of the Licensed Goods: does not cause any damage to the Premises or any of the Customer's equipment (as set out in paragraph 6.2 of the Order Form) or other property of the Customer to the fullest extent that the Supplier is able; occurs seamlessly and in an orderly manner without causing any disruption to the provision of the Services to the Customer; and is effected by the Supplier and Replacement Supplier in accordance with Law and any applicable regulations. The Exit Plan shall be reviewed and updated by the Supplier. In this regard, the Supplier shall provide a revised version of the Exit Plan 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 Exit Plan shall be reviewed and agreed in accordance with the provisions of paragraph [3.1] of this Schedule.

EXIT PLAN. The Supplier Service Provider shall, within three (3) Months months after the Contract Commencement Date, deliver to the Customer Purchaser an Exit Plan which: sets out the Suppliers Service Provider's proposed methodology for achieving an orderly transition of the Goods and/or Services (the “Transferring Services”) from the Supplier Service Provider to the Customer Purchaser and/or its Replacement Supplier Service Provider on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 103.3; and is otherwise reasonably satisfactory to the CustomerPurchaser. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the procedure set out in clause 61 (Dispute Resolution ProcedureResolution). Unless otherwise specified by the Customer or Approved, the The Exit Plan shall set out, as a minimum: how the Exit Information is obtained; separate mechanisms for dealing with Ordinary Exit and Emergency Exit, the provisions relating to Emergency Exit being prepared on the assumption that the Service Provider may be unable to provide the full level of assistance which is required by the provisions relating to Ordinary Exit, and in the case of Emergency Exit, provision for the supply by the Service Provider of all such reasonable assistance as the Purchaser shall require to enable the Purchaser or its Sub-contractors to provide the Services; the management structure to be employed during both transfer and cessation of the Goods and/or ServicesServices in an Ordinary Exit and an Emergency Exit; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable, applicable in the case of an Ordinary Exit and an Emergency Exit; how the Goods and/or Services will transfer to the Replacement Supplier Service Provider and/or the CustomerPurchaser, including details of the activities (and areas of responsibility), processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details the scope of contracts the Exit Management Services that may be required for the benefit of the Purchaser (if any) which will including such of the services set out in Annex 1 as are applicable); a timetable and critical issues for providing the Exit Management Services; any Exit Management Service Charges that would be available payable for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Exit Management Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel (calculated in connection accordance with the continuation methodology that would apply if such Services were being treated as a Contract Change), together with a total estimate of such charges; how the provision of Exit Management Services would be provided (if required) during the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materialsTermination Assistance Period; procedures to deal with requests made by the Customer Purchaser and/or a Replacement Supplier Service Provider for Staffing Information pursuant to Contract Schedule 10 clause 32 (Staff Transfertransfer on expiry or termination); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier Service Provider to the Replacement Supplier Service Provider and/or the Customer Purchaser with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period (this will include the maintenance of a ‘business as usual’ environment for the Purchaser during the Termination Assistance Period); and proposals the procedure that would be put in place for the supply of any other information or assistance reasonably required by the Customer or Service Provider to provide Purchaser Data, exported in a meaningful format, including staged reports, to a Replacement Supplier in order Service Provider for testing purposes prior to effect an orderly handover the expiry or termination of this Contract. The Parties acknowledge that the migration of the provision Services from the Service Provider to the Purchaser and/or its Replacement Service Provider may be phased, such that certain of the Goods and/or ServicesServices are handed over before others. The Service Provider shall review and (if appropriate) update the Exit Plan on a basis consistent with the principles set out in this Schedule in the first month of each Contract Year (commencing with the second Contract Year) to reflect any changes in the Services that have occurred since the Exit Plan was last agreed. Following such update the Service Provider shall submit the revised Exit Plan to the Purchaser for review. Within twenty (20) Working Days following submission of the revised Exit Plan, the Parties shall meet and use reasonable endeavours to agree the contents of the revised Exit Plan. If the Parties are unable to agree the contents of the revised Exit Plan within that twenty (20) Working Day period, such dispute shall be resolved in accordance with the procedure set out in clause 61 (Dispute Resolution).

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 116.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Ordered Panel Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this ContractContract ; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 102; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Ordered Panel Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Ordered Panel Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Sub- Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Ordered Panel Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Ordered Panel Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Ordered Panel Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Ordered Panel Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Ordered Panel Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Sub- Contractor); proposals for the disposal of any redundant Goods and/or Ordered Panel Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 3 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Schedule 10 2 will be addressed to facilitate the transition of the Goods and/or Ordered Panel Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Ordered Panel Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Ordered Panel Services.

EXIT PLAN. The Supplier shall, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 116.3 of this Contract Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier Service Provider shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Service Provider's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier Service Provider to the Customer and/or its Replacement Supplier Service Provider on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 90.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier Service Provider and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier Service Provider or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier Service Provider upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier Service Provider agrees that all assets and contracts used by the Supplier Service Provider in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Service Provider’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier Service Provider copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the SupplierService Provider; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier Service Provider in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier Service Provider or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier Service Provider for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Service Provider Personnel are or are likely to become Transferring Service Provider Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Service Provider Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier Service Provider to the Replacement Supplier Service Provider and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier Service Provider in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services and delivery of purchased Goods from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 5.16 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Servicesand delivery of purchased Goods; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services and delivery of purchased Goods will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services and delivery of purchased Goods will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services and delivery of purchased Goods following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and delivery of purchased Goods and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Servicesand delivery of purchased Goods; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Servicesand delivery of purchased Goods; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and delivery of purchased Goods and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services and delivery of purchased Goods from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services and delivery of purchased Goods during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Servicesand delivery of purchased Goods.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 43.3 of this Contract Schedule 10Call Off Schedule; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 12 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 116.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 82.16 of this Contract Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. 51.1 The Supplier shallService Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Purchaser, the Criminal Justice Partners and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Service Provider agrees that the Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 38 (Dispute Resolution). If a court of competent jurisdiction finds that the Service Provider has breached (or attempted or threatened to breach) any such obligation, the Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Service Provider shall not oppose the entry of an appropriate order compelling performance by the Service Provider and restraining the Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 51.2 A draft of the Exit Plan shall be produced by the Service Provider and supplied to the Purchaser within three (3) Months 180 days after the Contract Commencement Date, deliver Date and shall include or address the matters specified in Clause 42. The Purchaser shall provide to the Customer an Exit Plan which: sets out Service Provider the Suppliers proposed methodology for achieving an orderly transition Purchaser’s comments on the plan within one (1) month of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 10; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents Purchaser’s receipt of the Exit Plan. If The Service Provider shall take into account the Parties are unable to agree comments and suggestions of the contents Purchaser and shall issue the final version of the Exit Plan to the Purchaser within twenty ten (2010) Working Days working days of its submissionreceipt of the Purchaser’s comments. 51.3 The Service Provider shall throughout the Contract Term, then such Dispute review, maintain and continuously update the Exit Plan which shall include: 51.3.1 the activities required to enable the Purchaser to re-tender the Purchaser requirements and/or the provision of the Services; 51.3.2 the activities necessary to support any replacement service provider or the Purchaser in carrying out any necessary due diligence relating to all or part of the Services; 51.3.3 details of the Exit Management to be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified provided by the Customer Service Provider prior to the Exit Management Date; 51.3.4 support for the replacement service provider or Approvedthe Purchaser during their preparation of any relevant plan for the transition of the Service to the replacement service provider or Purchaser, including prior to and during such transition period; 51.3.5 the maintenance of a ‘business as usual’ environment for the Purchaser during the period when Exit Management obligations are applicable; and 51.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a replacement service provider or the Purchaser. 51.4 No amendment of the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation made without prior written consent of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or ServicesPurchaser.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Ordered Panel Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this ContractContract ; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 102; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Ordered Panel Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Ordered Panel Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors SubContractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Ordered Panel Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Ordered Panel Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Ordered Panel Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Ordered Panel Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Ordered Panel Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Sub- Contractor); proposals for the disposal of any redundant Goods and/or Ordered Panel Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 3 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Schedule 10 2 will be addressed to facilitate the transition of the Goods and/or Ordered Panel Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Ordered Panel Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Ordered Panel Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 111.3 of this Contract Schedule 10Call Off Schedule; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 11 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 87.16 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Commencement DateDate of the Commercial Agreement, deliver to the Customer an exit plan (the “Exit Plan Plan”) which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or service provision under the Commercial Agreement, the Services under the Enabling Agreement, from the Supplier to the Authority, Customer and/or its Replacement Supplier Supplier, as applicable, on the expiry or termination of this Contractthe Commercial Agreement and/or Enabling Agreement, as applicable; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 10Schedule; is otherwise reasonably satisfactory to the Authority and/or Customer, as applicable. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is to be obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Authority and/or Customer, as applicable, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors Contractor (where applicable); details of contracts (if any) which will be available for transfer to the Authority, Customer and/or the Replacement Supplier Supplier, as applicable, upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Authority, Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all property of the Authority and/or Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Authority, Customer and/or a Replacement Supplier Supplier, as applicable, for Staffing Information pursuant to Contract Schedule 10 6 (Staff TransferTransfer and Pensions); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer Authority and/or Customer, as applicable, with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Authority, Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods Products and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 121.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods Products and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods Products and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods Products and/or Services will Serviceswill be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods Products and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods Products and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods Products and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods Products and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods Products and/or Services and materials; procedures to: determine which Supplier Personnel are or are likely to deal with requests made by become Transferring Supplier Employees; and identify or develop any measures for the Customer and/or a Replacement purpose of the Employment Regulations envisaged in respect of Transferring Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer)Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods Products and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods Products and/or Services during Servicesduring the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods Products and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. 2.1 The Supplier Contractor shall, within three (3) Months after months of the Contract Commencement Date, deliver to DRS the Customer an Exit Management Plan which: : (a) sets out the Suppliers Contractor's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier Contractor to the Customer DRS and/or its Replacement Supplier Contractor on the expiry or termination of this Contract; Agreement; (b) complies with the requirements set out in paragraph 5.3 of this Contract Schedule 109; and (c) is otherwise reasonably satisfactory to DRS. 2.2 Within sixty (60) Working Days of the Customer. The submission of the Exit Management Plan to DRS, the Parties shall meet and use reasonable endeavours to agree the contents of the Exit PlanManagement Plan based on the principles set out in this Schedule 9. If the Parties are unable to agree the contents of the Exit Management Plan within twenty (20) Working Days of its submissionDays, then such Dispute dispute shall be resolved in accordance with the clause 29 (Dispute Resolution Procedure. Resolution). 2.3 Unless otherwise specified by the Customer DRS or Approvedapproved, the Exit Management Plan shall set out, as a minimum: : (a) how the Exit Information is obtained; ; (b) the management structure to be employed during both transfer and cessation of the Goods and/or Services; ; (c) the management structure to be employed during the Termination Assistance Period; ; (d) a detailed description of both the transfer and cessation processes, including a timetable; ; (e) how the Goods and/or Services will transfer to the Replacement Supplier Contractor and/or the CustomerDRS, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the CustomerDRS's technology components from any technology components operated by the Supplier Contractor or its Sub-Contractors (where applicable); ; (f) details of contracts Transferable Contracts (if any) which will be available for transfer to the Customer DRS and/or the Replacement Supplier Contractor upon the Contract Expiry Date expiry of this Agreement together with any reasonable costs required to effect such transfer (and the Supplier Contractor agrees that all assets and contracts used by the Supplier Contractor in connection with the provision of the Goods and/or Services will be available for such transfer); ; (g) proposals for the training of key members of the Replacement Suppliers Contractor’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Expiry Date expiry of this Agreement charged at rates agreed between the Parties at that time; ; (h) proposals for providing the Customer DRS or a Replacement Supplier Contractor copies of all documentation: : (i) used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the SupplierContractor; and and (ii) relating to the use and operation of the Goods and/or Services; ; (i) proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier Contractor in connection with the performance of the supply of the Goods and/or Services; ; (j) proposals for the identification and return of all Customer DRS’s Property in the possession of and/or control of the Supplier Contractor or any third party (including any Sub-Contractor); ; (k) proposals for the disposal of any redundant Goods and/or Services and materials; ; (l) procedures to to: (i) deal with requests made by the Customer DRS and/or a Replacement Supplier Contractor for Staffing Information pursuant Information; (ii) determine which Contractor Personnel are or are likely to Contract Schedule 10 become Transferring Contractor Employees; and (Staff Transfer); iii) identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Contractor Employees; (m) how each of the issues set out in this Contract Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier Contractor to the Replacement Supplier Contractor and/or the Customer DRS with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and and (n) proposals for the supply of any other information or assistance reasonably required by the Customer DRS or a Replacement Supplier Contractor in order to effect an orderly handover of the provision of the Goods and/or Services. 2.4 The Contractor shall update the Exit Management Plan no less than once during each twelve (12) months to reflect changes in the Services and shall keep the Exit Management Plan under continuous review. Following each update, the Contractor shall: (a) submit the revised Exit Management Plan to DRS for review; (b) within thirty (30) Working Days after the submission of the revised Exit Management Plan, the Parties shall meet and use all reasonable endeavours to agree the contents of the revised Exit Management Plan, based on the principles set out in this Schedule 9 and the changes that have occurred in the Services since the Exit Management Plan was last agreed; and (c) if the Parties are unable to agree the contents of the revised Exit Management Plan within that thirty (30) Working Day period, the previous version shall continue to apply and either Party may refer the dispute for resolution in accordance with Clause 29. 2.5 Within thirty (30) Working Days after service of a Termination Notice by either party or eighteen (18) months prior to the expiration of this Agreement: (a) the Contractor shall update the Exit Management Plan into a final form that could be implemented immediately and in doing so, provide as much detail as is appropriate given the nature of the termination or expiry and the timing of termination, so that such Exit Management Plan can be submitted to DRS for review and approval; and (b) the Parties shall meet and use their respective reasonable endeavours to agree the contents of such Exit Management Plan based on the principles set out in this Schedule 9; and (c) until the agreement of the updated Exit Management Plan, the Contractor shall provide the Termination Assistance in accordance with the last-approved version of the Exit Management Plan (insofar as this still applies) to DRS in good faith. 2.6 The Contractor shall ensure that it is able to implement the Exit Management Plan at any time.

EXIT PLAN. The Supplier shallFurther to Clause 4.6, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 10; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of review the Exit Plan within twenty (20) Working Days of its submissionreceipt from the Supplier and shall notify the Supplier of any suggested revisions to the Exit Plan. In this respect, then such Dispute the Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved in accordance with within ten (10) Working Days. The agreed Exit Plan shall be signed as approved by each Party (within thirty (30) Working Days after submission of the Dispute Resolution Proceduredraft Exit Plan). Unless otherwise specified by The Exit Plan shall provide comprehensive proposals for the Customer or Approved, activities and the associated liaison and assistance that will be required for the successful transfer of the Services. The Supplier shall ensure that the Exit Plan shall set out, include as a minimum: a detailed description of how the Exit Information is obtainedServices will be ceased and transferred to the Customer and/or the Replacement Supplier as the case may be; a detailed description of how the Services will be shut down and suspended upon the settlement or discontinuance of the litigation (for purposes of which the Services are required); details of the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable)to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may be; details of how relevant knowledge will be transferred to the Customer and/or the Replacement Supplier; and details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the expiry or termination (howsoever arising) of this Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the methods of transfer of the Services to the Customer or a Replacement Supplier; proposals for the assignment or novation of the provision of all servicesServices, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services. The Exit Plan shall be reviewed and updated by the Supplier. In this regard, the Supplier shall provide a revised version of the Exit Plan to the Customer on or before 31st July and 31st January each Contractual Year (or more frequently as may be agreed between the Parties). The revised Exit Plan shall be reviewed and agreed in accordance with the provisions of paragraph 3.1 of this Schedule.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 98.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan whichshall: sets address each of the issues set out in this Schedule 16 to facilitate the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or provision of the Services from the Supplier Contractor to the Customer and/or its Replacement Supplier on Contractor and shall ensure that there is no disruption in the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 10; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents supply of the Exit Plan. If the Parties are unable to agree the contents Services or of the Exit Plan within twenty (20) Working Days supply of its submission, then such Dispute shall be resolved Energy to Customers and no deterioration in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation quality of delivery of the Goods and/or Services; detail how: the management structure to be employed during provision of the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer from the Contractor to the Replacement Supplier and/or Contractor; and the Customerdelivery of the Services by the Contractor to ESCo will transfer to delivery of the Services by the Replacement Contractor to ESCo, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components owned by either Party from any technology components operated run by the Supplier other; provide a timetable and identify critical issues during the transition period; and set out the management structure to be put in place and employed during the Termination Period. Obligations during the Term The Exit Managers shall liaise with one another in relation to all issues relevant to termination or expiry and all matters connected with this Schedule 16 and each Party's compliance with it. During the Term, the Contractor shall: create and maintain a register of all Managed Equipment assets; create and maintain a register of all the Contractor’s Assets, detailing their ownership status as either Exclusive Assets (separately identifying Transferable Assets) or Non-Exclusive Assets and the [Net Book Value OR Fair Market Value] of Transferrable Assets; create and maintain a database setting out the Contractor’s technical infrastructure through which the Services are delivered. Such database shall be capable of allowing staff of the Replacement Contractor to acquire sufficient technical understanding of how the Contractor provides the Services to ensure the smooth transition of the Services with the minimum of disruption to Customers; and at all times keep the Contractor Registers up to date and shall maintain copies of any agreements referred to in any Contractor Registers. The Parties shall agree the format of the Contractor Registers as part of the process of agreeing the first Exit Plan. At the same time as the Contractor submits a revised Exit Plan, it shall also submit to ESCo up-to-date Contractor Registers. The Contractor shall ensure all Exclusive Assets are clearly marked to identify that they are exclusively used for the provision of the Services under this Agreement. On reasonable notice, the Contractor shall provide to ESCo, such material and information as ESCo shall [reasonably] require in order to facilitate the preparation by ESCo of any invitation to tender and/or to facilitate any potential Replacement Contractor undertaking due diligence (including in relation to the Services, Assets, Customer's Data and Registers). ESCo and the Contractor acknowledge that the transition of the provision of the Services to the Replacement Contractor may be phased over a period of time so that certain identified Services are transferred to the Replacement Contractor before others. Each Party shall comply with all of its Sub-Contractors obligations contained in the Exit Plan. From the date [six months] before expiry or from the service by either Party of any Termination Notice (where applicablewhichever is the earlier) and during any Termination Period, the Contractor shall not terminate or vary in any material respect any Transferable Contract without ESCo’s prior written consent, such consent not to be unreasonably withheld or delayed. Upon termination or expiry (as the case may be) or upon expiration of the Termination Period or, provided that it does not have an adverse impact on the ability of Contractor to provide the Services: the Contractor shall cease to use ESCo’s Data and, at the direction of ESCo either: provide ESCo or the Replacement Contractor with a complete and uncorrupted version of the Contractor's Data in electronic form (or such other format as reasonably required by ESCo or the Replacement Contractor); details or destroy (including removal from any hard disk) or return (at ESCo’s option) all copies of contracts (if any) which will Contractor's Data [not required to be available retained by the Contractor for statutory compliance purposes] and confirm in writing that such destruction has taken place; The Contractor shall erase from any computers, storage devices and storage media that are to be retained by the Contractor after the end of the Termination Period and any software containing the IPRs owned by ESCo; The Contractor shall transfer to the Customer and/or ESCo or the Replacement Supplier upon Contractor such of the Contract Expiry Date together with any reasonable costs required to effect such transfer (and following as are in the Supplier agrees that Contractor's possession or control: all assets and contracts used materials created by the Supplier Contractor in connection with the provision of the Goods provision of Services, the IPRs in which are owned by the Contractor; and any equipment which belongs to ESCo; the Contractor shall vacate the Energy Centre Site and any Served Premises; and each Party shall return to the other Party all Confidential Information of the other Party and shall certify that it does not retain the other Party's Confidential Information, save to the extent that ESCo requires the same to appoint and instruct the Replacement Contractor. Transfer of assets and contracts Not less than [six months] prior to expiry or, in the case of termination, as soon as practicable (but in any event not later than [one month] following delivery of the up-to-date Contractor Registers) or in the event of a Termination Period, not later than one month prior to the date of expiration of the Termination Period, ESCo shall notify the Contractor: which, if any, of the Transferable Assets require to be transferred to it and/or Services will be available for such transferany Replacement Contractor (Transferring Assets); proposals which Transferable Contracts require to be transferred to it and/or to the Replacement Contractor or any other licences of the Contractor's Software required by ESCo and/or the Replacement Contractor (Transferring Contracts); in order for ESCo to continue to supply Energy and the Replacement Contractor to provide the Services from the end of the Termination Period. At the request of ESCo, the Contractor shall provide such assistance as may be necessary to help ESCo and/or the Replacement Contractor to identify which Transferable Assets and which Transferable Contracts are required for the training of key members continued provision of the Replacement Suppliers personnel in connection with the continuation supply of Energy and the provision of the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier end of the Termination Period. The Contractor shall sell the Transferring Assets to ESCo or the Replacement Supplier Contractor (as determined by ESCo) with effect from the end of the Termination Period and the sale shall take place at such place as ESCo shall specify. ESCo or the Replacement Contractor (as applicable) shall acquire the Transferring Assets at [Net Book Value OR Fair Market Value] in accordance with [INSERT]. Risk in such Transferring Assets shall pass to ESCo or the Replacement Contractor (as appropriate) at the end of the Termination Period and title to such Transferring Assets shall pass to ESCo or the Replacement Contractor (as appropriate) on payment for the same. Where the Contractor is notified that ESCo and/or the Customer Replacement Contractor requires continued use of any of the Exclusive or Non-Exclusive Assets, the Contractor shall: procure a non-exclusive, perpetual, royalty-free licence (or licence on such other terms that have been agreed by ESCo) for ESCo and/or the Replacement Contractor to use such assets (with a right of sub-licence or assignment on the same terms); or failing which procure a suitable alternative to such assets and ESCo or the Replacement Contractor shall bear the reasonable proven costs of procuring the same. The Contractor shall, at ESCo’s request, procure the novation or assignment to ESCo and/or Replacement Contractor of the Transferring Contracts. ESCo shall: accept (or, as applicable, procure that the Replacement Contractor accepts) assignments from the Contractor or join with the aim Contractor in procuring a novation of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Periodeach Transferring Contract; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.and

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 9.16 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods Products and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods Products and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods Products and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods Products and/or Services will Serviceswill be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods Products and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods Products and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods Products and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods Products and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods Products and/or Services and materials; procedures to: determine which Supplier Personnel are or are likely to deal with requests made by become Transferring Supplier Employees; and identify or develop any measures for the Customer and/or a Replacement purpose of the Employment Regulations envisaged in respect of Transferring Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer)Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods Products and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods Products and/or Services during Servicesduring the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods Products and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 46.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shallFurther to Clause 5.6 and paragraph 35.4 of this Schedule, within three (3) Months after the Contract Commencement Date, deliver to the Customer an shall review the Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from and shall notify the Supplier of any suggested revisions to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 10; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submissionreceipt from the Supplier. In this respect, then the Customer will act neither unreasonably, capriciously nor vexatiously. Any such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified suggested revisions proposed by the Customer or Approved, pursuant to paragraph 35.1 shall be discussed and resolved by the Parties within ten (10) Working Days of receipt of such suggested revisions. The agreed Exit Plan shall be signed as approved by each Party (within thirty (30) Working Days after submission of the draft Exit Plan). The Exit Plan shall provide comprehensive proposals for the activities and the associated liaison and assistance that will be required for the successful transfer of the provision of the Services. The Supplier shall ensure that the Exit Plan shall set out, include as a minimum: a detailed description of how the Exit Information is obtainedprovision of the Services will be ceased and transferred to the Customer and/or the Replacement Supplier as the case may be; details of the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable)to effectively transfer the provision of the Services to the Customer and/or Replacement Supplier as the case may be; details of how relevant knowledge will be transferred to the Customer and/or the Replacement Supplier; and details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the expiry or termination (howsoever arising) of this Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the methods of transfer of the provision of the Services to the Customer or a Replacement Supplier; proposals for the assignment or novation of the provision of all servicesServices, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property (if any) in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services. The Exit Plan shall be reviewed and updated by the Supplier. In this regard, the Supplier shall provide a revised version of the Exit Plan to the Customer on or before 31st July and 31st January each Contractual Year (or more frequently as may be agreed between the Parties). The revised Exit Plan shall be reviewed and agreed in accordance with the provisions of paragraph 3.1 to 35.3 of this Schedule.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call-Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call-Off Contract; complies with the requirements set out in paragraph 5.3 95.16 of this Contract Schedule 10Call-Off Schedule; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call-Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call-Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call-Off Schedule 10 11 (Staff Transfer); how each of the issues set out in this Contract Call-Off Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 12.16 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shallFurther to Clause 5.12, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 10; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of review the Exit Plan within twenty (20) Working Days of its submissionreceipt from the Supplier and shall notify the Supplier of any suggested revisions to the Exit Plan. In this respect, then such Dispute the Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved in accordance with within ten (10) Working Days. The agreed Exit Plan shall be signed as approved by each Party (within thirty (30) Working Days after submission of the Dispute Resolution Proceduredraft Exit Plan). Unless otherwise specified by The Exit Plan shall provide comprehensive proposals for the Customer or Approved, activities and the associated liaison and assistance that will be required for the successful transfer of the Goods and Services. The Supplier shall ensure that the Exit Plan shall set out, include as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or and Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security be ceased and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer transferred to the Customer and/or the Replacement Supplier upon as the Contract Expiry Date together with any reasonable costs required case may be; details of the management structure to effect such transfer (and the Supplier agrees that all assets and contracts used be employed by the Supplier in connection with to effectively transfer the provision of the Goods and the Services to the Customer and/or Services Replacement Supplier as the case may be; details of how relevant knowledge will be available for such transfer)transferred to the Customer and/or the Replacement Supplier; and proposals for the training of key members of the Replacement Suppliers Supplier's personnel in connection with the continuation of the provision of the Goods and/or and Services following the expiry or termination (howsoever arising) of this Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or and Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or and Services; proposals for the methods of transfer of the Goods and Services to the Customer or a Replacement Supplier; proposals for the assignment or novation of the provision of all servicesGoods and Services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or and Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or and Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover hand over of the provision of the Goods and/or and Services. The Exit Plan shall be reviewed and updated by the Supplier. In this regard, the Supplier shall provide a revised version of the Exit Plan to the Customer on or before 31st July and 31st January each Contractual Year (or more frequently as may be agreed between the Parties). The revised Exit Plan shall be reviewed and agreed in accordance with the provisions of paragraph 3.1 of this Schedule.

EXIT PLAN. The Supplier shall, within three (3) Months after the Contract Call Off Commencement Date, deliver to the Customer Contracting Authority an Exit Plan which: sets out the Suppliers Supplier’s proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer Contracting Authority and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the CustomerContracting Authority. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer Contracting Authority or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the CustomerContracting Authority, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the CustomerContracting Authority's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer Contracting Authority and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer Contracting Authority or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Contracting Authority Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer Contracting Authority and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer Contracting Authority with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer Contracting Authority or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 12 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier Service Provider shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Service Provider's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier Service Provider to the Customer and/or its Replacement Supplier Service Provider on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 82.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier Service Provider and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier Service Provider or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier Service Provider upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier Service Provider agrees that all assets and contracts used by the Supplier Service Provider in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Service Provider’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier Service Provider copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the SupplierService Provider; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier Service Provider in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier Service Provider or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier Service Provider for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Service Provider Personnel are or are likely to become Transferring Service Provider Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Service Provider Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier Service Provider to the Replacement Supplier Service Provider and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier Service Provider in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall3.1. Further to clause 5.9, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 10; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of review the Exit Plan within twenty (20) Working Days of its submissionreceipt from the Supplier and shall notify the Supplier of any suggested revisions to the Exit Plan. In this respect, then such Dispute the Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved in accordance with within ten (10) Working Days. The agreed Exit Plan shall be signed as approved by each party. 3.2. The Exit Plan shall provide comprehensive proposals for the Dispute Resolution Procedureactivities and the associated liaison and assistance that will be required for the successful transfer of the Goods and Services. Unless otherwise specified by the Customer or Approved, The Supplier shall ensure that the Exit Plan shall set out, include as a minimum: : 3.1.1 a detailed description of how the Exit Information is obtained; Services will be ceased and transferred to the Customer and/or the Replacement Supplier as the case may be; 3.1.2 details of the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may be; 3.1.3 details of how relevant knowledge will be transferred to the Customer and/or the Replacement Supplier; and 3.1.4 details of Licensed Goods and contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); ; 3.1.5 proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or and Services following the expiry or termination (howsoever arising) of this Contract Expiry Date charged at rates agreed between the Parties parties at that time; ; 3.1.6 proposals for providing the Customer or a Replacement Supplier copies of all documentation: : 3.1.6.1 used in the provision of the Goods and/or and Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and and 3.1.6.2 relating to the use and operation of the Goods and/or and Services; ; 3.1.7 proposals for the methods of transfer of the Goods and Services to the Customer or a Replacement Supplier; 3.1.8 proposals for the assignment or novation of the provision of all servicesGoods and Services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or and Services; ; 3.1.9 proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractorcontractor); ; 3.1.10 proposals for the disposal of any redundant Goods and/or and Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and and 3.1.11 proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover hand over of the provision of the Goods and/or and Services. 3.3. in the event that any Licensed Goods are to be transferred to the Replacement Supplier, the Supplier shall ensure that such transfer occurs seamlessly and in an orderly manner without causing any disruption to the provision of the Services to the Customer and that any such transfer is effected by the Supplier and Replacement Supplier in accordance with Law (together with any applicable regulations); 3.4. where a Replacement Supplier determines that any Licensed Goods must be replaced to enable it to perform the Services, the Supplier shall liaise with the Replacement Supplier to co-ordinate the removal of the Licensed Goods with the Replacement Supplier's installation of replacement goods and in such circumstances the Supplier shall ensure that the removal and replacement of the Licensed Goods: 3.4.1 does not cause any damage to the Premises or any of the Customer's equipment (as set out in paragraph 6.2 of the Order Form) or other property of the Customer to the fullest extent that the Supplier is able; 3.4.2 occurs seamlessly and in an orderly manner without causing any disruption to the provision of the Services to the Customer; and 3.4.3 is effected by the Supplier and Replacement Supplier in accordance with Law and any applicable regulations. 3.5. The Exit Plan shall be reviewed and updated by the Supplier. In this regard, the Supplier shall provide a revised version of the Exit Plan 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 Exit Plan shall be reviewed and agreed in accordance with the provisions of paragraph [3.1] of this Schedule.

EXIT PLAN. The Supplier shall, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this ContractContract ; complies with the requirements set out in paragraph 5.3 116.3 of this Contract Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 21.3 of this Contract Schedule 10Call Off Schedule; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approvedapproved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 11 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months after the Contract Commencement Start Date, deliver to the Customer Buyer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; which complies with the requirements set out in paragraph 5.3 Paragraph 4.3 of this Contract Schedule 10; and is otherwise reasonably satisfactory to the CustomerBuyer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of the latest date for its submissionsubmission pursuant to Paragraph 4.1, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the The Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services Deliverables will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable)Buyer; details of any contracts (if any) which will be available for transfer to the Customer Buyer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel Supplier’s staff in connection with the continuation of the provision of the Goods and/or Services Deliverables following the Contract Expiry Date charged at rates agreed between the Parties at that timeDate; proposals for providing the Customer Buyer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and documentation relating to the use and operation of the Goods and/or ServicesDeliverables and required for their continued use; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements services utilised by the Supplier in connection with the performance of the supply of the Goods and/or ServicesDeliverables; proposals for the identification and return of all Customer Buyer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor)party; proposals for the disposal of any redundant Goods and/or Services Deliverables and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring will ensure that there is no disruption to or degradation of the Goods and/or Services Deliverables during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer Buyer or a Replacement Supplier. The Supplier shall: maintain and update the Exit Plan (and risk management plan) no less frequently than: every [six (6) months] throughout the Contract Period; and no later than [twenty (20) Working Days] after a request from the Buyer for an up-to-date copy of the Exit Plan; as soon as reasonably possible following a Termination Assistance Notice, and in any event no later than [ten (10) Working Days] after the date of the Termination Assistance Notice; as soon as reasonably possible following, and in any event no later than [twenty (20) Working Days] following, any material change to the Deliverables (including all changes under the Variation Procedure); and jointly review and verify the Exit Plan if required by the Buyer and promptly correct any identified failures. Only if (by notification to the Supplier in order to effect writing) the Buyer agrees with a draft Exit Plan provided by the Supplier under Paragraph 4.2 or 4.4 (as the context requires), shall that draft become the Exit Plan for this Contract. A version of an orderly handover of Exit Plan agreed between the provision of parties shall not be superseded by any draft submitted by the Goods and/or ServicesSupplier.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 118.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Commencement Effective Date, deliver to the Customer Authority an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer Authority and/or its Replacement Supplier on the expiry or termination of this ContractAgreement; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 104.2; and is otherwise reasonably satisfactory to the CustomerAuthority. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) 20 Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the The Exit Plan shall set out, as a minimum: how the Exit Information is obtained; separate mechanisms for dealing with Ordinary Exit and Emergency Exit, the provisions relating to Emergency Exit being prepared on the assumption that the Supplier may be unable to provide the full level of assistance which is required by the provisions relating to Ordinary Exit, and in the case of Emergency Exit, provision for the supply by the Supplier of all such reasonable assistance as the Authority shall require to enable the Authority or its sub‑contractors to provide the Services; the management structure to be employed during both transfer and cessation of the Goods and/or ServicesServices in an Ordinary Exit and an Emergency Exit; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetabletimetable and definition of the deliverables, applicable in the case of an Ordinary Exit and an Emergency Exit; how the Goods and/or Services will transfer to the Replacement Supplier and/or the CustomerAuthority, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the CustomerAuthority's technology components from any technology components operated by the Supplier or its Sub-Contractors Sub‑contractors (where applicable); details the scope of contracts the Termination Services that may be required for the benefit of the Authority (if any) which will including such of the services set out in annex 1 as are applicable); a timetable and critical issues for providing the Termination Services; any charges that would be available payable for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Termination Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel (calculated in connection accordance with the continuation methodology that would apply if such Services were being treated as a Contract Change), together with a capped estimate of such charges; how the provision of Termination Services would be provided (if required) during the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materialsTermination Assistance Period; procedures to deal with requests made by the Customer Authority and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 schedule 9.1 (Staff Transfer); and how each of the issues set out in this Contract Schedule 10 schedule will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer Authority with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for . The Parties acknowledge that the supply migration of any other information or assistance reasonably required by the Customer or a Services from the Supplier to the Authority and/or its Replacement Supplier in order to effect an orderly handover may be phased, such that certain of the provision Services are handed over before others. The Supplier shall review and (if appropriate) update the Exit Plan on a basis consistent with the principles set out in this schedule in the first month of each Contract Year (commencing with the second Contract Year) to reflect any changes in the Services that have occurred since the Exit Plan was last agreed. Following such update the Supplier shall submit the revised Exit Plan to the Authority for review. Within 20 Working Days following submission of the Goods and/or Servicesrevised Exit Plan, the Parties shall meet and use reasonable endeavours to agree the contents of the revised Exit Plan. If the Parties are unable to agree the contents of the revised Exit Plan within that 20 Working Day period, such dispute shall be resolved in accordance with the Dispute Resolution Procedure.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Lease Agreement Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this ContractLease Agreement; complies with the requirements set out in paragraph 5.3 12.16 of this Contract Lease Agreement Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Lease Agreement Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Lease Agreement Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Lease Agreement Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Lease Agreement Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 108.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months after the Contract Call Off Commencement Date, deliver to the Customer Contracting Authority an Exit Plan which: sets out the Suppliers Supplier’s proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer Contracting Authority and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 106.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the CustomerContracting Authority. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer Contracting Authority or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the CustomerContracting Authority, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the CustomerContracting Authority's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer Contracting Authority and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer Contracting Authority or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Contracting Authority Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer Contracting Authority and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer Contracting Authority with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer Contracting Authority or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or and Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or and Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or and Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or and Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or and Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or and Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or and Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or and Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or and Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or and Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or and Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or and Services.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 9.16 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.

EXIT PLAN. 4.1 The Supplier shallContractor will, within three (3) Months after the Contract Commencement Start Date, deliver to the Customer EPSRC an Exit Plan which: which sets out the Suppliers Contractor's proposed methodology for achieving an orderly transition of the Goods and/or Project Services from the Supplier to the Customer Contractor EPSRC and/or its Replacement Supplier Contractor on the expiry or termination of this Contract; Call-Off Contract and which complies with the requirements set out in paragraph 5.3 paragraphs 4.2 and 4.3 below. Within thirty (30) days after the submission of this Contract Schedule 10; is otherwise reasonably satisfactory to the Customer. The Parties shall Exit Plan, the parties will use their respective reasonable endeavours to agree the contents of the Exit Plan. If the Parties parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the . 4.2 The Exit Plan shall set outwill contain, as a minimum: how : 4.2.1 separate mechanisms for dealing with Ordinary Exit and Emergency Exit, the provisions relating to Emergency Exit Information being prepared on the assumption that the Contractor may be unable to provide the full level of assistance which is obtained; required by the provisions relating to Ordinary Exit, and in the case of Emergency Exit, provision for the supply by the Contractor of all such reasonable assistance as EPSRC shall require to enable EPSRC or its subcontractors to provide the Project Services; 4.2.2 the management structure to be employed during both transfer and cessation of the Goods and/or ServicesProject Services in an Ordinary Exit and an Emergency Exit; the management structure to be employed during the Termination Assistance Period; and 4.2.3 a detailed description of both the transfer and cessation processes, including a timetable; , applicable in the case of an Ordinary Exit and an Emergency Exit. 4.3 In addition, the Exit Plan shall: 4.3.1 document how the Goods and/or Project Services will transfer to the Replacement Supplier Contractor and/or the CustomerEPSRC, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's EPSRC’ technology components from any technology components operated by the Supplier Contractor or its Sub-Contractors contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how ; 4.3.2 address each of the issues set out in this Contract Schedule 10 will be addressed Annexe to facilitate the transition of the Goods and/or Project Services from the Supplier Contractor to the Replacement Supplier Contractor and/or the Customer EPSRC with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Project Services during the Termination Assistance Period; 4.3.3 provide a timetable and identify critical issues for providing the Termination Services; and 4.3.4 set out the management structure to be put in place and proposals employed during the Termination Assistance Period. 4.4 The Contractor will review and (if appropriate) update the Exit Plan annual following the Start Date to reflect changes in the Project Services. Following such update the Contractor will submit the revised Exit Plan to EPSRC for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover review. Within thirty (30) days following submission of the provision revised Exit Plan, the parties shall meet and use reasonable endeavours to agree the contents of the Goods and/or Servicesrevised Exit Plan, based on the principles set out in this Annexe and the changes that have occurred in the Project Services since the Exit Plan was last agreed. If the parties are unable to agree the contents of the revised Exit Plan within that thirty (30) day period, such dispute shall be resolved in accordance with the Dispute Resolution Procedure.

EXIT PLAN. The Supplier shall, within three (3) Months months after the Contract Call Off Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers Supplier's proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Call Off Contract; complies with the requirements set out in paragraph 5.3 22.3 of this Contract Call Off Schedule 109; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Call Off Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers Supplier’s personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Call Off Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Call Off Schedule 10 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Call Off Schedule 10 9 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.