Common use of EXIT PLANNING AND SERVICE TRANSFER ARRANGEMENTS Clause in Contracts

EXIT PLANNING AND SERVICE TRANSFER ARRANGEMENTS. The Service Provider agrees to indemnify and keep the Authority fully indemnified for itself and on behalf of any Replacement Service Provider in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Authority by the Service Provider , to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. EXIT PLAN Further to Clause 28, the Authority shall review the Exit Plan within twenty (20) Working Days of receipt from the Service Provider and shall notify the Service Provider of any suggested revisions to the Exit Plan. In this respect, the Authority will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved 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 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 Services. The Service Provider shall ensure that the Exit Plan shall include as a minimum: a detailed description of how the Services will be ceased and transferred to the Authority and/or the Replacement Service Provider as the case may be; details of the management structure to be employed by the Service Provider to effectively transfer the Services to the Authority and/or Replacement Service Provider as the case may be; details of how relevant knowledge will be transferred to the Authority and/or the Replacement Service Provider; and details of agreements (if any) which will be available for transfer to the Authority and/or the Replacement Service Provider upon expiry or termination of the Agreement together with any reasonable costs required to effect such transfer (and the Service Provider agrees that all assets and Agreements used by the Service Provider in connection with the provision of the Services will be available for such transfer); proposals for the training of key members of the Replacement Service Provider’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Agreement charged at rates agreed between the Parties at that time; proposals for providing the Authority or a Replacement Service Provider copies of all documentation: used in the provision of the Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Service Provider ; and relating to the use and operation of the Services; proposals for the methods of transfer of the Services to the Authority or a Replacement Service Provider; proposals for the assignment or novation of all Services, leases, maintenance agreements and support agreements utilised by the Service Provider in connection with the performance of the Services; proposals for the identification and return of all Property in the possession of and/or control of the Service Provider or any third party (including any Sub-Agreement); proposals for the disposal of any redundant Services and materials; and proposals for the supply of any other information or assistance reasonably required by the Authority or a Replacement Service Provider in order to effect an orderly handover of the provision of the Services. The Exit Plan shall be reviewed and updated by the Service Provider. In this regard, the Service Provider shall provide a revised version of the Exit Plan to the Authority on or before 31st July and 31st January each Agreement 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 PLANNING AND SERVICE TRANSFER ARRANGEMENTS. The Service Provider Supplier agrees to indemnify and keep the Authority Customer fully indemnified for itself and on behalf of any Replacement Service Provider Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Authority Customer by the Service Provider Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. EXIT PLAN Further to Clause 285.7, the Authority Customer shall review the Exit Plan within twenty (20) Working Days of receipt from the Service Provider Supplier and shall notify the Service Provider Supplier of any suggested revisions to the Exit Plan. In this respect, the Authority Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved 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 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 Services. The Service Provider Supplier shall ensure that the Exit Plan shall include as a minimum: a detailed description of how the Services will be ceased and transferred to the Authority Customer and/or the Replacement Service Provider Supplier as the case may be; details of the management structure to be employed by the Service Provider Supplier to effectively transfer the Services to the Authority Customer and/or Replacement Service Provider Supplier as the case may be; details of how relevant knowledge will be transferred to the Authority Customer and/or the Replacement Service ProviderSupplier; and details of agreements contracts (if any) which will be available for transfer to the Authority Customer and/or the Replacement Service Provider Supplier upon expiry or termination of the Agreement Contract together with any reasonable costs required to effect such transfer (and the Service Provider Supplier agrees that all assets and Agreements contracts used by the Service Provider Supplier in connection with the provision of the Services will be available for such transfer); proposals for the training of key members of the Replacement Service ProviderSupplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Agreement Contract charged at rates agreed between the Parties at that time; proposals for providing the Authority Customer or a Replacement Service Provider Supplier copies of all documentation: used in the provision of the Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Service Provider Supplier; and relating to the use and operation of the Services; proposals for the methods of transfer of the Services to the Authority Customer or a Replacement Service ProviderSupplier; proposals for the assignment or novation of all Services, leases, maintenance agreements and support agreements utilised by the Service Provider Supplier in connection with the performance of the Services; proposals for the identification and return of all Property in the possession of and/or control of the Service Provider Supplier or any third party (including any Sub-AgreementContractor); proposals for the disposal of any redundant Services and materials; and proposals for the supply of any other information or assistance reasonably required by the Authority Customer or a Replacement Service Provider Supplier in order to effect an orderly handover of the provision of the Services. The Exit Plan shall be reviewed and updated by the Service ProviderSupplier. In this regard, the Service Provider Supplier shall provide a revised version of the Exit Plan to the Authority Customer on or before 31st July and 31st January each Agreement 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 PLANNING AND SERVICE TRANSFER ARRANGEMENTS. The Service Provider Supplier agrees to indemnify and keep the Authority Customer fully indemnified for itself and on behalf of any Replacement Service Provider Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising at any time (whether before or after the making of a demand pursuant to the indemnity hereunder) from the provision of incorrect information provided to the Authority Customer by the Service Provider Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. EXIT PLAN Further to Clause 2820 (Exit Planning), the Authority Customer shall review the draft Exit Plan within twenty (20) Working Days of receipt from the Service Provider Supplier and shall notify the Service Provider Supplier of any suggested revisions to the draft Exit Plan. In this respect, the Authority Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved within ten (10) Working Days. The agreed Exit Plan shall be signed as approved by each Party (within thirty (30) Working Days after submission by the Supplier to the Customer of the draft Exit Plan), as provided for in Clause 20.3. 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 Service Provider Supplier shall ensure that the Exit Plan shall include as a minimum: a detailed description of how the provision of the Services will be ceased and transferred to the Authority Customer and/or the Replacement Service Provider Supplier as the case may be; details of the management structure to be employed by the Service Provider Supplier to effectively transfer the provision of the Services to the Authority Customer and/or Replacement Service Provider Supplier as the case may be; details of how relevant knowledge will be transferred to the Authority Customer and/or the Replacement Service ProviderSupplier; and details of agreements contracts (if any) which will be available for transfer to the Authority Customer and/or the Replacement Service Provider Supplier upon expiry or termination of the Agreement Call Off Contract together with any reasonable costs required to effect such transfer (and the Service Provider Supplier agrees that all assets and Agreements contracts used by the Service Provider Supplier in connection with the provision of the Services will be available for such transfer); proposals for the training of key members of the Replacement Service ProviderSupplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Agreement Call Off Contract charged at rates agreed between the Parties at that time; proposals for providing the Authority Customer or a Replacement Service Provider Supplier copies of all documentation: used in the provision of the Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Service Provider Supplier; and relating to the use and operation of the Services; proposals for the methods of transfer of the provision of the Services to the Authority Customer or a Replacement Service ProviderSupplier; proposals for the assignment or novation of the provision of all Servicesservices, leases, maintenance agreements and support agreements utilised by the Service Provider Supplier in connection with the performance of the supply of the Services; proposals for the identification and return of all Property in the possession of and/or control of the Service Provider Supplier or any third party (including any Sub-AgreementContractor); proposals for the disposal of any redundant Services and materials; and proposals for the supply of any other information or assistance reasonably required by the Authority Customer or a Replacement Service Provider Supplier in order to effect an orderly handover of the provision of the Services. The Exit Plan shall be reviewed and updated by the Service Provider. In this regard, the Service Provider shall provide a revised version of the Exit Plan to the Authority on or before 31st July and 31st January each Agreement 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 PLANNING AND SERVICE TRANSFER ARRANGEMENTS. The Service Provider Supplier agrees to indemnify and keep the Authority Council fully indemnified for itself and on behalf of any Replacement Service Provider Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Authority Council by the Service Provider Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the ServicesServices required. EXIT PLAN Further The Supplier shall, within three (3) Months after the Commencement Date, deliver to Clause 28, the Authority Council an Exit Plan which sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to the Council and/or its Replacement Supplier on the termination or expiry of this Contract. The Council shall review the Exit Plan within twenty (20) Working Days of receipt from the Service Provider Supplier and shall notify the Service Provider Supplier of any suggested revisions to the Exit Plan. In this respect, Plan that the Authority will act neither unreasonably, capriciously nor vexatiouslyCouncil may reasonably require. Such suggested revisions shall be discussed and resolved agreed within ten (10) Working Days. The Days and the agreed Exit Plan shall be duly signed as approved by each Party Party. If the Parties are unable to agree the contents of the Exit Plan within twenty (within thirty (3020) Working Days after submission of its submission, then such Dispute shall be resolved in accordance with the draft Exit PlanDispute Resolution Procedure (clause 42). The Exit Plan shall provide comprehensive proposals for the activities and the associated liaison co-operation and assistance that will be required from the Supplier for the successful transfer of the ServicesServices to the Council and/or the Replacement Supplier. The Service Provider Supplier shall ensure that the Exit Plan shall include as a minimum: a detailed description of how the Services will be ceased and be transferred to the Authority Council and/or the Replacement Service Provider Supplier (as the case may be), including a timetable; details of the management structure to be employed by the Service Provider Supplier to effectively transfer the Services to the Authority Council and/or Replacement Service Provider Supplier (as the case may be); details of how relevant knowledge and know-how will be transferred to the Authority Council and/or the Replacement Service ProviderSupplier; and details In the event of agreements termination (if anyin whole or in part) which will be available for transfer or expiry of this Contract the Supplier shall, where so requested by the Council, provide such assistance to the Authority and/or the Replacement Service Provider upon expiry or termination of the Agreement together with any reasonable costs required Council to effect such transfer (and the Service Provider agrees that all assets and Agreements used by the Service Provider in connection with migrate the provision of the Services will be available for such transfer); proposals for the training of key members of the Replacement Service Provider’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Agreement charged at rates agreed between the Parties at that time; proposals for providing the Authority or to a Replacement Service Provider copies of all documentation: used Supplier as set out in the provision Exit Plan. The Supplier shall comply with all of the Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Service Provider ; and relating to the use and operation of the Services; proposals for the methods of transfer of the Services to the Authority or a Replacement Service Provider; proposals for the assignment or novation of all Services, leases, maintenance agreements and support agreements utilised by the Service Provider in connection with the performance of the Services; proposals for the identification and return of all Property its obligations contained in the possession of and/or control of the Service Provider or any third party (including any Sub-Agreement); proposals for the disposal of any redundant Services and materials; and proposals for the supply of any other information or assistance reasonably required by the Authority or a Replacement Service Provider in order to effect an orderly handover of the provision of the Services. The Exit Plan shall be reviewed and updated by the Service Provider. In this regard, the Service Provider shall provide a revised version of the Exit Plan to the Authority on or before 31st July and 31st January each Agreement 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 SchedulePlan.

EXIT PLANNING AND SERVICE TRANSFER ARRANGEMENTS. The Service Provider Supplier agrees to indemnify and keep the Authority fully Contracting Body indemnified to the extent and limit set out in Clause 17.1 (Liability) for itself and on behalf of any Replacement Service Provider Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Authority Contracting Body by the Service Provider Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. EXIT PLAN Further to Clause 283.9 (Exit Planning), the Authority Contracting Body shall review the Exit Plan within twenty (20) Working Days of receipt from the Service Provider Supplier and shall notify the Service Provider Supplier of any suggested revisions to the Exit Plan. In this respect, the Authority Contracting Body will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved 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 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 Services. The Service Provider Supplier shall ensure that the Exit Plan shall include as a minimum: a detailed description of how the Services will be ceased and transferred to the Authority Contracting Body and/or the Replacement Service Provider Supplier as the case may be; details of the management structure to be employed by the Service Provider Supplier to effectively transfer the provision of the Services to the Authority Contracting Body and/or Replacement Service Provider Supplier as the case may be; details of how relevant knowledge will be transferred to the Authority Contracting Body and/or the Replacement Service ProviderSupplier; and details of agreements (if any) which will be available for transfer to the Authority and/or the Replacement Service Provider upon expiry or termination of the Agreement together with any reasonable costs required to effect such transfer (and the Service Provider agrees that all assets and Agreements used by the Service Provider in connection with the provision of the Services will be available for such transfer); proposals for the training of key members of the Replacement Service Provider’s Supplier's personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Agreement Contract charged at rates agreed between the Parties at that time; proposals for providing the Authority Contracting Body or a Replacement Service Provider Supplier copies of all documentation: used in the provision of the Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Service Provider Supplier; and relating to the use and operation of the Services; proposals for the methods of transfer of the Services to the Authority Contracting Body or a Replacement Service ProviderSupplier; proposals for the assignment or novation of all Services, leases, maintenance agreements and support agreements utilised by the Service Provider Supplier in connection with the performance of the Services; proposals for the identification and return of all Property in the possession of and/or control of the Service Provider Supplier or any third party (including any Sub-AgreementContractor); proposals for the disposal of any redundant Services and materials; and proposals for the supply of any other information or assistance reasonably required by the Authority Contracting Body or a Replacement Service Provider Supplier in order to effect an orderly handover hand over of the provision of the Services. The Exit Plan shall be reviewed and updated by the Service ProviderSupplier. In this regard, the Service Provider Supplier shall provide a revised version of the Exit Plan to the Authority Contracting Body on or before 31st July and 31st January each Agreement 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 35.1 of this ScheduleSchedule 4.

EXIT PLANNING AND SERVICE TRANSFER ARRANGEMENTS. The Service Provider Supplier agrees to indemnify and keep the Authority Customer fully indemnified for itself and on behalf of any Replacement Service Provider Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Authority Customer by the Service Provider Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. EXIT PLAN Further to Clause 28clause 5.4.1, the Authority Customer shall review the Exit Plan within twenty (20) Working Days of receipt from the Service Provider Supplier and shall notify the Service Provider Supplier of any suggested revisions to the Exit Plan. In this respect, the Authority Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved 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 draft Exit Plan)party. 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 Services. The Service Provider Supplier shall ensure that the Exit Plan shall include as a minimum: a detailed description of how the Services will be ceased and transferred to the Authority Customer and/or the Replacement Service Provider Supplier as the case may be; details of the management structure to be employed by the Service Provider Supplier to effectively transfer the Services to the Authority Customer and/or Replacement Service Provider Supplier as the case may be; details of how relevant knowledge will be transferred to the Authority Customer and/or the Replacement Service ProviderSupplier; and details of agreements (if any) which will be available for transfer to the Authority and/or the Replacement Service Provider upon expiry or termination of the Agreement together with any reasonable costs required to effect such transfer (and the Service Provider agrees that all assets and Agreements used by the Service Provider in connection with the provision of the Services will be available for such transfer); proposals for the training of key members of the Replacement Service ProviderSupplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Agreement Contract charged at rates agreed between the Parties at that time; proposals for providing the Authority Customer or a Replacement Service Provider Supplier copies of all documentation: used in the provision of the Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Service Provider Supplier; and relating to the use and operation of the Services; proposals for the methods of transfer of the Services to the Authority Customer or a Replacement Service ProviderSupplier; proposals for the assignment or novation of all Servicesgoods and services, leases, maintenance agreements and support agreements utilised by the Service Provider Supplier in connection with the performance of the Services; proposals for the identification and return of all Property in the possession of and/or control of the Service Provider Supplier or any third party (including any Sub-Agreementcontractor); proposals for the disposal of any redundant Services and materials; and proposals for the supply of any other information or assistance reasonably required by the Authority Customer or a Replacement Service Provider Supplier in order to effect an orderly handover hand over of the provision of the Services. The Exit Plan shall be reviewed and updated by the Service Provider. In this regard, the Service Provider shall provide a revised version of the Exit Plan to the Authority on or before 31st July and 31st January each Agreement 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.SCHEDULE 6

EXIT PLANNING AND SERVICE TRANSFER ARRANGEMENTS. The Service Provider Supplier agrees to indemnify and keep the Authority Customer fully indemnified for itself and on behalf of any Replacement Service Provider Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Authority Customer by the Service Provider Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. EXIT PLAN Further to Clause 288, the Authority Customer shall review the Exit Plan within twenty (20) Working Days of receipt from the Service Provider Supplier and shall notify the Service Provider Supplier of any suggested revisions to the Exit Plan. In this respect, the Authority Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed and resolved 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 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 Services. The Service Provider Supplier shall ensure that the Exit Plan shall include as a minimum: a detailed description of how the Services will be ceased and transferred to the Authority Customer and/or the Replacement Service Provider Supplier as the case may be; details of the management structure to be employed by the Service Provider Supplier to effectively transfer the provision of the Services to the Authority Customer and/or Replacement Service Provider Supplier as the case may be; details of how relevant knowledge will be transferred to the Authority Customer and/or the Replacement Service ProviderSupplier; and details of agreements (if any) which will be available for transfer to the Authority and/or the Replacement Service Provider upon expiry or termination of the Agreement together with any reasonable costs required to effect such transfer (and the Service Provider agrees that all assets and Agreements used by the Service Provider in connection with the provision of the Services will be available for such transfer); proposals for the training of key members of the Replacement Service Provider’s Supplier's personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Agreement Contract charged at rates agreed between the Parties at that time; proposals for providing the Authority Customer or a Replacement Service Provider Supplier copies of all documentation: used in the provision of the Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Service Provider Supplier; and relating to the use and operation of the Services; proposals for the methods of transfer of the Services to the Authority Customer or a Replacement Service ProviderSupplier; proposals for the assignment or novation of all Services, leases, maintenance agreements and support agreements utilised by the Service Provider Supplier in connection with the performance of the Services; proposals for the identification and return of all Property in the possession of and/or control of the Service Provider Supplier or any third party (including any Sub-AgreementContractor); proposals for the disposal of any redundant Services and materials; and proposals for the supply of any other information or assistance reasonably required by the Authority Customer or a Replacement Service Provider Supplier in order to effect an orderly handover hand over of the provision of the Services. The Exit Plan shall be reviewed and updated by the Service ProviderSupplier. In this regard, the Service Provider Supplier shall provide a revised version of the Exit Plan to the Authority Customer on or before 31st July and 31st January each Agreement 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.