Common use of Exit Planning Clause in Contracts

Exit Planning. 5.8.1 The Supplier shall, within three months after the Commencement Date, deliver to the Customer a plan (the "Exit Plan") which sets out the Supplier's proposed methodology for achieving orderly transition of the Services from the Supplier to the Customer and/or the Replacement Supplier on the expiry or termination of this Contract. Within 30 days after submission of the draft Exit Plan (or any revised Exit Plan) the parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one month of each anniversary of the Commencement Date. 5.8.2 The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 The Supplier shall ensure that 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 and shall include as a minimum: 5.8.3.1 a detailed description of how the Services will be ceased and transferred to the Customer and/or the Replacement Supplier as the case may be 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); 5.8.3.2 details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may be; 5.8.3.3 details of how relevant knowledge will be transferred to the Customer and/or the Replacement Supplier; and 5.8.3.4 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 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 Services will be available for such transfer); 5.8.3.5 proposals for the identification and transfer of documentation providing details of the Services; 5.8.3.6 proposals for the identification of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the provision of the Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; 5.8.3.7 proposals for the identification and return of all Property in the possession and/or control of the Supplier or any third party (including any Sub-contractor); 5.8.3.8 proposals to enable the Customer or the Replacement Supplier to recruit suitably skilled personnel; 5.8.3.9 proposals for the training of key members of the Replacement Supplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 proposals for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of copies of all related documentation and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) an inventory of all Customer Data; (b) details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) proposed transfer methods, both physical and electronic; and (d) proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 proposals for providing the Customer or a Replacement 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 Supplier; and 5.8.3.13 proposals for the assignment or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 proposals for the disposal of any redundant materials; and 5.8.3.15 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 hand over of the provision of the Services. 5.8.4 The Supplier agrees to indemnify and keep the Customer fully indemnified for itself and on behalf of any Replacement Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. 5.8.5 The Customer shall review the Exit Plan within twenty (20) Working Days of receipt from the Supplier and shall notify the Supplier of any suggested revisions to the Exit Plan. In this respect, the 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.

Exit Planning. 5.8.1 The 5.6.1 Should paragraph 3.6 of the Order Form require the Supplier shall, to produce an Exit Plan then within three months after the Commencement Date, the Supplier shall deliver to the Customer a plan (the "Exit Plan") which sets out the Supplier's proposed methodology for achieving orderly transition of the Services from the Supplier to the Customer and/or the a Replacement Supplier on the expiry or termination of this Contract. Within 30 days after submission of the draft Exit Plan (or any revised Exit Plan) the parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one month of each anniversary of the Commencement Date. 5.8.2 The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 . The Supplier shall ensure that 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 and shall include as a minimum: 5.8.3.1 5.6.1.1 a detailed description of how the Services will be ceased and transferred to the Customer and/or the a Replacement Supplier as the case may be 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)Supplier; 5.8.3.2 5.6.1.2 details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may beServices; 5.8.3.3 5.6.1.3 details of how relevant knowledge will be transferred to the Customer and/or the Replacement Suppliertransferred; and 5.8.3.4 5.6.1.4 details of assets and/or contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract together with any reasonable costs required to effect such transfer (transfer. 5.6.2 Updates to the Exit Plan shall reflect changes in the Services and other matters necessary to ensure that the Supplier agrees that all assets and contracts used by is able to implement the Exit Plan at any time. 5.6.3 Following approval of the Exit Plan, the Supplier shall implement the Exit Plan. 5.6.4 The Supplier shall provide such support and assistance required in connection with the provision order to achieve a smooth transfer of the Services will be available for such transfer); 5.8.3.5 proposals for the identification and transfer of documentation providing details of the Services; 5.8.3.6 proposals for the identification of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the provision of the Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; 5.8.3.7 proposals for the identification and return of all Property in the possession and/or control of the Supplier or any third party (including any Sub-contractor); 5.8.3.8 proposals to enable the Customer or the Replacement Supplier to recruit suitably skilled personnel; 5.8.3.9 proposals for the training of key members of the Replacement Supplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 proposals for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of copies of all related documentation and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) an inventory of all Customer Data; (b) details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) proposed transfer methods, both physical and electronic; and (d) proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 proposals for providing the Customer or a Replacement Supplier copies before and after the Expiry Date ("Transitional Assistance") as specified by the Customer at any time prior to (or within ninety (90) days following) the occurrence of all documentation used an termination or expiry of the Contract, in the provision order to achieve a smooth transfer of the Services and necessarily required for to the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and 5.8.3.13 proposals for the assignment customer or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 proposals for the disposal of any redundant materials; and 5.8.3.15 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 hand over of the provision of the Services. 5.8.4 The Supplier agrees to indemnify and keep the Customer fully indemnified for itself and on behalf of any Replacement Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any following such claim, cost, demand termination 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 Servicesexpiry. 5.8.5 5.6.5 The Customer shall review the Exit Plan within twenty (20) Working Days of receipt from reimburse the Supplier and shall notify for any reasonable additional costs incurred in providing the Transitional Assistance provided that such costs do not exceed the rates forming part of the Contract Price, the Supplier of any suggested revisions to the Exit Plan. In this respect, notifies the Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed of such costs in advance and resolved within ten (10) Working Days. The agreed Exit Plan shall be signed as approved by each partythe Supplier is not required to provide the Transitional Assistance under any other contractual obligation.

Exit Planning. 5.8.1 The Supplier shall, within three months after the Commencement Date, deliver to the Customer Contracting Body a plan (the "Exit Plan") which sets out the Supplier's ’s proposed methodology for achieving orderly transition of the Services from the Supplier to the Customer Contracting Body and/or the Replacement Supplier on the expiry or termination of this Contract. Within 30 days after submission of the draft Exit Plan (or any revised Exit Plan) the parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one month of each anniversary of the Commencement Date. 5.8.2 The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 . The Supplier shall ensure that 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 and shall include as a minimum: 5.8.3.1 : a detailed description of how the Services will be ceased and transferred to the Customer Contracting Body and/or the Replacement Supplier as the case may be 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); 5.8.3.2 be; details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer Contracting Body and/or Replacement Supplier as the case may be; 5.8.3.3 ; and details of how relevant knowledge will be transferred to the Customer Contracting Body and/or the Replacement Supplier; and 5.8.3.4 details . The Supplier shall provide such support and assistance as is required in order to achieve a smooth transfer of contracts (if any) which will be available for transfer the Services to the Customer and/or the or a Replacement Supplier upon before and after the expiry or termination of the Contract together with any ("Transitional Assistance") as specified by the Contracting Body prior to or within 90 days following the occurrence of termination or expiry of the contract. The Contracting Body shall reimburse the reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used incurred by the Supplier in connection with providing the provision of the Services will be available for such transfer); 5.8.3.5 proposals for the identification and transfer of documentation providing details of the Services; 5.8.3.6 proposals for the identification of all leasesTransitional Assistance, circuit agreements, maintenance agreements and support agreements utilised by provided the Supplier notifies the Contracting Body of such costs in connection with the provision of the Services, together with details of the relevant lessors advance and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; 5.8.3.7 proposals for the identification and return of all Property in the possession and/or control of the Supplier or any third party (including any Sub-contractor); 5.8.3.8 proposals is not obliged to enable provide the Customer or the Replacement Supplier to recruit suitably skilled personnel; 5.8.3.9 proposals for the training of key members of the Replacement Supplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 proposals for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of copies of all related documentation and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) an inventory of all Customer Data; (b) details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) proposed transfer methods, both physical and electronic; and (d) proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 proposals for providing the Customer or a Replacement 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 Supplier; and 5.8.3.13 proposals for the assignment or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 proposals for the disposal of any redundant materials; and 5.8.3.15 proposals for the supply of Transitional Assistance under any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly hand over of the provision of the Servicescontractual obligation. 5.8.4 The Supplier agrees to indemnify and keep the Customer fully indemnified for itself and on behalf of any Replacement Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. 5.8.5 The Customer shall review the Exit Plan within twenty (20) Working Days of receipt from the Supplier and shall notify the Supplier of any suggested revisions to the Exit Plan. In this respect, the 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.

Exit Planning. 5.8.1 The 6.5.1 Should paragraph 2.6 of the Order Form require the Supplier shall, to produce an Exit Plan then within three months after the Commencement Date, the Supplier shall deliver to the Customer a plan (the "Exit Plan") which sets out the Supplier's proposed methodology for achieving orderly transition of the Services from the Supplier to the Customer and/or the a Replacement Supplier on the expiry or termination of this Contract. Within 30 days after submission of the draft Exit Plan (or any revised Exit Plan) the parties Parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one month of each anniversary of the Commencement Date. 5.8.2 The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 . The Supplier shall ensure that 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 and shall include as a minimum: 5.8.3.1 6.5.1.1 a detailed description of how the Services will be ceased and transferred to the Customer and/or the a Replacement Supplier as the case may be 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)Supplier; 5.8.3.2 6.5.1.2 details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may beServices; 5.8.3.3 6.5.1.3 details of how relevant knowledge will be transferred to the Customer and/or the Replacement Suppliertransferred; and 5.8.3.4 6.5.1.4 details of assets and/or contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract together with any reasonable costs required to effect such transfer (transfer. 6.5.2 Updates to the Exit Plan shall reflect changes in the Services and other matters necessary to ensure that the Supplier agrees that all assets and contracts used by is able to implement the Exit Plan at any time. 6.5.3 Following approval of the Exit Plan, the Supplier shall implement the Exit Plan. 6.5.4 The Supplier shall provide such support and assistance required in connection with the provision order to achieve a smooth transfer of the Services will be available for such transfer); 5.8.3.5 proposals for the identification and transfer of documentation providing details of the Services; 5.8.3.6 proposals for the identification of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the provision of the Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; 5.8.3.7 proposals for the identification and return of all Property in the possession and/or control of the Supplier or any third party (including any Sub-contractor); 5.8.3.8 proposals to enable the Customer or the Replacement Supplier to recruit suitably skilled personnel; 5.8.3.9 proposals for the training of key members of the Replacement Supplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 proposals for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of copies of all related documentation and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) an inventory of all Customer Data; (b) details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) proposed transfer methods, both physical and electronic; and (d) proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 proposals for providing the Customer or a Replacement Supplier copies before and after the Expiry Date ("Transitional Assistance") as specified by the Customer at any time prior to (or within ninety (90) days following) the occurrence of all documentation used an termination or expiry of the Contract, in the provision order to achieve a smooth transfer of the Services and necessarily required for to the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and 5.8.3.13 proposals for the assignment customer or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 proposals for the disposal of any redundant materials; and 5.8.3.15 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 hand over of the provision of the Services. 5.8.4 The Supplier agrees to indemnify and keep the Customer fully indemnified for itself and on behalf of any Replacement Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any following such claim, cost, demand termination 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 Servicesexpiry. 5.8.5 6.5.5 The Customer shall review the Exit Plan within twenty (20) Working Days of receipt from reimburse the Supplier and shall notify for any reasonable additional costs incurred in providing the Transitional Assistance provided that such costs do not exceed the rates forming part of the Contract Price, the Supplier of any suggested revisions to the Exit Plan. In this respect, notifies the Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed of such costs in advance and resolved within ten (10) Working Days. The agreed Exit Plan shall be signed as approved by each partythe Supplier is not required to provide the Transitional Assistance under any other contractual obligation.

Exit Planning. 5.8.1 The Supplier shall, within three months after the Commencement Date, deliver to the Customer a plan (the "Exit Plan") which sets out the Supplier's proposed methodology for achieving orderly transition of the Services from the Supplier to the Customer and/or the Replacement Supplier on the expiry or termination of this Contract. Within 30 days after submission of the draft Exit Plan (or any revised Exit Plan) the parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one month of each anniversary of the Commencement Date. 5.8.2 . The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 . The Supplier shall ensure that 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 and shall include as a minimum: 5.8.3.1 : a detailed description of how the Services will be ceased and transferred to the Customer and/or the Replacement Supplier as the case may be 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 Contractors (where applicable); 5.8.3.2 ; details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may be; 5.8.3.3 ; details of how relevant knowledge will be transferred to the Customer and/or the Replacement Supplier; and 5.8.3.4 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 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 Services will be available for such transfer); 5.8.3.5 ; proposals for the identification and transfer of documentation providing details of the Services; 5.8.3.6 ; proposals for the identification of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the provision of the Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; 5.8.3.7 ; proposals for the identification and return of all Property in the possession and/or control of the Supplier or any third party (including any Sub-contractorContractor); 5.8.3.8 ; proposals to enable the Customer or the Replacement Supplier to recruit suitably skilled personnel; 5.8.3.9 ; proposals for the training of key members of the Replacement Supplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 ; proposals for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of copies of all related documentation and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 ; proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) : an inventory of all Customer Data; (b) ; details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) ; proposed transfer methods, both physical and electronic; and (d) and proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 ; proposals for providing the Customer or a Replacement 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 Supplier; and 5.8.3.13 and proposals for the assignment or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 ; proposals for the disposal of any redundant materials; and 5.8.3.15 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 hand over of the provision of the Services. 5.8.4 . The Supplier agrees to indemnify and keep the Customer fully indemnified for itself and on behalf of any Replacement Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. 5.8.5 . The Customer shall review the Exit Plan within twenty ([20) ] Working Days of receipt from the Supplier and shall notify the Supplier of any suggested revisions to the Exit Plan. In this respect, the 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.

Exit Planning. 5.8.1 The Should paragraph 3.6 of the Order Form require the Supplier shall, to produce an Exit Plan then within three months after the Commencement Date, the Supplier shall deliver to the Customer a plan (the "Exit Plan") which sets out the Supplier's proposed methodology for achieving orderly transition of the Services from the Supplier to the Customer and/or the a Replacement Supplier on the expiry or termination of this Contract. Within 30 days after submission of the draft Exit Plan (or any revised Exit Plan) the parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one month of each anniversary of the Commencement Date. 5.8.2 The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 . The Supplier shall ensure that 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 and shall include as a minimum: 5.8.3.1 : a detailed description of how the Services will be ceased and transferred to the Customer and/or the a Replacement Supplier as the case may be 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); 5.8.3.2 Supplier; details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may be; 5.8.3.3 Services; details of how relevant knowledge will be transferred to the Customer and/or the Replacement Suppliertransferred; and 5.8.3.4 and details of assets and/or contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract together with any reasonable costs required to effect such transfer. Updates to the Exit Plan shall reflect changes in the Services and other matters necessary to ensure that the Supplier is able to implement the Exit Plan at any time. Following approval of the Exit Plan, the Supplier shall implement the Exit Plan. The Supplier shall provide such support and assistance required in order to achieve a smooth transfer of the Services to the Customer or a Replacement Supplier before and after the Expiry Date ("Transitional Assistance") as specified by the Customer at any time prior to (or within ninety (90) days following) the occurrence of an termination or expiry of the Contract, in order to achieve a smooth transfer of the Services to the customer or any Replacement Supplier following such termination or expiry. The Customer shall reimburse the Supplier for any reasonable additional costs incurred in providing the Transitional Assistance provided that such costs do not exceed the rates forming part of the Contract Price, the Supplier notifies the Customer of such costs in advance and the Supplier agrees is not required to provide the Transitional Assistance under any other contractual obligation. business continuity The Supplier shall have robust contingency plans in place, agreed with the Customer, to ensure that the service to the Customer will be maintained in the event of disruption (including, but not limited to, disruption to information technology systems) to the Supplier's operations, and those of Sub‑contractors to the Supplier, however caused ("Business Continuity Plan"). The Supplier shall ensure that the Business Continuity Plan aligns and continues to be aligned with Good Industry Practice and the relevant provisions of ISO/IEC17799:2000, BS15000 (as amended) and all assets other industry standards from time to time in force. The Supplier shall make the Business Continuity Plan available for the Customer to inspect and contracts used by to practically test at any reasonable time, and the Supplier shall promptly act upon and incorporate the Customer's reasonable comments upon the Business Continuity Plan. The Supplier shall regularly review, test and update the Business Continuity Plan in connection accordance with Good Industry Practice, including: in the provision event of a change to the Services will be available for such transfer); 5.8.3.5 proposals for Supplier's business operations; and/or in the identification and transfer event of documentation providing details of the Services; 5.8.3.6 proposals for the identification of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with a change to the provision of the Services; and/or on the occurrence of any event which may increase the likelihood of the need to implement the Business Continuity Plan (including the identification of any threat to the Supplier, together the Customer or the Services); and/or where requested by the Customer in accordance with clause 6.5. The Customer may request (such request to be made reasonably) any additional reviews (over and above those provided for in clause 6.4) by notifying the Supplier to such effect in writing, whereupon the Supplier shall conduct such reviews in accordance with the Customer's written requirements. In the event of a loss of service, the Supplier shall immediately invoke the Business Continuity Plan (and shall inform the Customer promptly of such invocation). In all other instances the Supplier shall only invoke or test the Business Continuity Plan with the prior consent of the Customer. Monitoring of Contract Performance The Supplier shall comply with the monitoring arrangements set out in this clause 7 including, but not limited to, providing such data and information as the Supplier may be required to produce under this Contract. Within 20 Working Days of the Commencement Date the Supplier shall provide the Customer with details of the relevant lessors system that it will implement in order to monitor and contractorsreport on Service Level performance ("Performance Monitoring System") and the Parties will endeavour to agree such process as soon as reasonably possible. The Supplier agrees that, as a minimum the reports generated as part of the Performance Monitoring System shall contain, as a minimum, the payment termsfollowing information in respect of the relevant period just ended: for each Service Level, expiry dates the actual performance achieved over the Service Level for the relevant period; a summary of all failures to achieve Service Levels that occurred during that period; any Critical Service Failures and details in relation thereto; for any repeat failures, actions taken to resolve the underlying cause and prevent recurrence; the Service Credits to be applied in respect of the relevant period indicating the failures and Service Levels to which the Service Credits relate; and such other details as the Customer may reasonably require from time to time. Once agreed, the Supplier shall comply with the Performance Monitoring System. Where reports are required to be submitted as part of the Performance Monitoring System, the Supplier shall render such reports at such time and in such form as may be specified or as otherwise agreed between the Parties. The submission and receipt of reports as part of the Performance Monitoring System shall not prejudice the rights of either Party under the Contract. The Parties shall attend meetings to discuss Service Level reports ("Performance Review Meetings") on a monthly basis (unless otherwise agreed). The Performance Review Meetings will be the forum for the review by the Supplier and the Customer of the Performance Monitoring Reports. The Performance Review Meetings shall (unless otherwise agreed): take place within one (1) week of the reports being issued by the Supplier; take place at such location and time (within normal business hours) as the Customer shall reasonably require unless otherwise agreed in advance; be attended by the Supplier's Representative and the Customer's Representative; and be fully minuted by the Supplier. The prepared minutes will be circulated by the Supplier to all attendees at the relevant meeting and also to the Customer's representative and any other recipients agreed at the relevant novation and/or early termination provisions; 5.8.3.7 proposals for the identification and return of all Property in the possession and/or control meeting. The minutes of the preceding month's Performance Review Meeting will be agreed and signed by both the Supplier's representative and the Customer's Representative at each meeting. The Customer shall be entitled to raise any additional questions and/or request any further information regarding any failure to achieve Service Levels. The Supplier or any third party (including any Sub-contractor); 5.8.3.8 proposals shall provide to enable the Customer or such supporting documentation as the Replacement Supplier Customer may reasonably require in order to recruit suitably skilled personnel; 5.8.3.9 proposals for verify the training of key members level of the Replacement Supplier’s personnel in connection performance by the Supplier and the calculations of the amount of Service Credits for any specified period. The Supplier shall meet with the continuation Customer following completion of the provision of the Services following to discuss whether the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 proposals Parties' objectives were met, whether anticipated benefits had been achieved and to identify any lessons learned for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of copies of all related documentation and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) an inventory of all Customer Data; (b) details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) proposed transfer methods, both physical and electronic; and (d) proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 proposals for providing the Customer or a Replacement 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 Supplier; and 5.8.3.13 proposals for the assignment or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 proposals for the disposal of any redundant materials; and 5.8.3.15 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 hand over of the provision of the Services. 5.8.4 The Supplier agrees to indemnify and keep the Customer fully indemnified for itself and on behalf of any Replacement Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. 5.8.5 future projects. The Customer shall review the Exit Plan within twenty (20) Working Days of receipt be permitted to share information arising from the Supplier and shall notify the Supplier of any suggested revisions to the Exit Plan. In this respect, the 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 partysuch meeting with other Contracting Authorities.

Exit Planning. 5.8.1 The ‌ 5.6.1 Should paragraph 3.6 of the Order Form require the Supplier shall, to produce an Exit Plan then within three months after the Commencement Date, the Supplier shall deliver to the Customer a plan (the "Exit Plan") which sets out the Supplier's proposed methodology for achieving orderly transition of the Services from the Supplier to the Customer and/or the a Replacement Supplier on the expiry or termination of this Contract. Within 30 days after submission of the draft Exit Plan (or any revised Exit Plan) the parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one month of each anniversary of the Commencement Date. 5.8.2 The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 . The Supplier shall ensure that 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 and shall include as a minimum:minimum:‌ 5.8.3.1 5.6.1.1 a detailed description of how the Services will be ceased and transferred to the Customer and/or the a Replacement Supplier as the case may be 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)Supplier; 5.8.3.2 5.6.1.2 details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may beServices; 5.8.3.3 5.6.1.3 details of how relevant knowledge will be transferred to the Customer and/or the Replacement Suppliertransferred; and 5.8.3.4 5.6.1.4 details of assets and/or contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract together with any reasonable costs required to effect such transfer (transfer. 5.6.2 Updates to the Exit Plan shall reflect changes in the Services and other matters necessary to ensure that the Supplier agrees that all assets and contracts used by is able to implement the Exit Plan at any time. 5.6.3 Following approval of the Exit Plan, the Supplier shall implement the Exit Plan. 5.6.4 The Supplier shall provide such support and assistance required in connection with the provision order to achieve a smooth transfer of the Services will be available for such transfer); 5.8.3.5 proposals for the identification and transfer of documentation providing details of the Services; 5.8.3.6 proposals for the identification of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the provision of the Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; 5.8.3.7 proposals for the identification and return of all Property in the possession and/or control of the Supplier or any third party (including any Sub-contractor); 5.8.3.8 proposals to enable the Customer or the Replacement Supplier to recruit suitably skilled personnel; 5.8.3.9 proposals for the training of key members of the Replacement Supplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 proposals for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of copies of all related documentation and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) an inventory of all Customer Data; (b) details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) proposed transfer methods, both physical and electronic; and (d) proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 proposals for providing the Customer or a Replacement Supplier copies before and after the Expiry Date ("Transitional Assistance") as specified by the Customer at any time prior to (or within ninety (90) days following) the occurrence of all documentation used an termination or expiry of the Contract, in the provision order to achieve a smooth transfer of the Services and necessarily required for to the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and 5.8.3.13 proposals for the assignment customer or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 proposals for the disposal of any redundant materials; and 5.8.3.15 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 hand over of the provision of the Services. 5.8.4 The Supplier agrees to indemnify and keep the Customer fully indemnified for itself and on behalf of any Replacement Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any following such claim, cost, demand termination 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.expiry.‌ 5.8.5 5.6.5 The Customer shall review the Exit Plan within twenty (20) Working Days of receipt from reimburse the Supplier and shall notify for any reasonable additional costs incurred in providing the Transitional Assistance provided that such costs do not exceed the rates forming part of the Contract Price, the Supplier of any suggested revisions to the Exit Plan. In this respect, notifies the Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed of such costs in advance and resolved within ten (10) Working Days. The agreed Exit Plan shall be signed as approved by each partythe Supplier is not required to provide the Transitional Assistance under any other contractual obligation.

Exit Planning. 5.8.1 The Supplier shall, within Within three months after from the Commencement Date, the Supplier shall deliver to the Customer a plan (the "Exit Plan") which sets out the Supplier's proposed methodology for achieving orderly transition of the Services from the Supplier to the Customer and/or the a Replacement Supplier on the expiry or termination of this Contract. Within 30 days after submission of the draft Exit Plan (or any revised Exit Plan) the parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one month of each anniversary of the Commencement Date. 5.8.2 The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 . The Supplier shall ensure that 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 and shall include as a minimum: 5.8.3.1 : a detailed description of how the Services will be ceased and transferred to the Customer and/or the a Replacement Supplier as the case may be 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); 5.8.3.2 Supplier; details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may be; 5.8.3.3 Services; details of how relevant knowledge will be transferred to the Customer and/or the Replacement Suppliertransferred; and 5.8.3.4 and details of assets and/or contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract together with any reasonable costs required to effect such transfer (transfer. Updates to the Exit Plan shall reflect changes in the Services and other matters necessary to ensure that the Supplier agrees that all assets and contracts used by is able to implement the Exit Plan at any time. Following approval of the Exit Plan, the Supplier shall implement the Exit Plan. The Supplier shall provide such reasonable support and assistance at its own cost as is required in connection with the provision order to achieve a smooth transfer of the Services will be available for such transfer); 5.8.3.5 proposals for the identification and transfer of documentation providing details of the Services; 5.8.3.6 proposals for the identification of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the provision of the Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; 5.8.3.7 proposals for the identification and return of all Property in the possession and/or control of the Supplier or any third party (including any Sub-contractor); 5.8.3.8 proposals to enable the Customer or the Replacement Supplier to recruit suitably skilled personnel; 5.8.3.9 proposals for the training of key members of the Replacement Supplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 proposals for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of copies of all related documentation and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) an inventory of all Customer Data; (b) details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) proposed transfer methods, both physical and electronic; and (d) proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 proposals for providing the Customer or a Replacement Supplier copies before and after the termination of all documentation used in the provision expiry of the Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and 5.8.3.13 proposals for the assignment or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 proposals for the disposal of any redundant materials; and 5.8.3.15 proposals for the supply of any other information or assistance Contract ("Transitional Assistance") as reasonably required specified by the Customer at any time prior to (or within ninety (90) days following) the occurrence of termination or expiry of the Contract. business continuity The Supplier shall have robust contingency plans in place, agreed with the Customer, to ensure that the service to the Customer will be maintained in the event of disruption (including, but not limited to, disruption to ICT systems) to the Supplier's operations, and those of Sub‑contractors to the Supplier, however caused ("Business Continuity Plan"). The Supplier shall ensure that the Business Continuity Plan aligns and continues to be aligned with Good Industry Practice and all other industry standards from time to time in force. The Supplier shall make the Business Continuity Plan available for the Customer to inspect and to practically test at any reasonable time, and the Supplier shall promptly act upon and incorporate the Customer's reasonable comments upon the Business Continuity Plan. The Supplier shall regularly review, test and update the Business Continuity Plan in accordance with Good Industry Practice, including: in the event of a Replacement Supplier change to the Supplier's business operations; and/or in order the event of a change to effect an orderly hand over of the provision of the Services. 5.8.4 ; and/or on the occurrence of any event which may increase the likelihood of the need to implement the Business Continuity Plan (including the identification of any threat to the Supplier, the Customer or the Services); and/or where requested by the Customer in accordance with clause 6.5. The Customer may, acting reasonably, request any additional reviews (over and above those provided for in clause 6.4) by notifying the Supplier to such effect in writing, whereupon the Supplier shall conduct such reviews in accordance with the Customer's written requirements. In the event of a loss of Service, the Supplier shall immediately invoke the Business Continuity Plan (and shall inform the Customer promptly of such invocation). In all other instances the Supplier shall only invoke or test the Business Continuity Plan with the prior consent of the Customer. Monitoring of Contract Performance The Supplier shall comply with the monitoring arrangements set out in this clause 7 including, but not limited to, providing such data and information as the Supplier may be required to produce under this Contract. Within 20 Working Days of the Commencement Date, the Supplier shall provide the Customer with details of the system that it will implement in order to monitor and report on Service Level performance ("Performance Monitoring System") and the Parties will endeavour to agree such process as soon as reasonably possible. The Supplier agrees to indemnify and keep that, as a minimum the Customer fully indemnified for itself and on behalf reports generated as part of any Replacement Supplier the Performance Monitoring System shall contain, as a minimum, the following information in respect of the relevant period just ended: for each Service Level, the actual performance achieved over the Service Level for the relevant period; a summary of all failures to achieve Service Levels that occurred during that period; any claimsCritical Service Failures and details in relation thereto; for any repeat failures, costs actions taken to resolve the underlying cause and prevent recurrence; the Service Credits to be applied in respect of the relevant period indicating the failures and Service Levels to which the Service Credits relate; and such other details as the Customer may reasonably require from time to time. Once agreed, the Supplier shall comply with the Performance Monitoring System. Where reports are required to be submitted as part of the Performance Monitoring System, the Supplier shall render such reports at such time and in such form as may be specified or as otherwise agreed between the Parties. The submission and receipt of reports as part of the Performance Monitoring System shall not prejudice the rights of either Party under the Contract. The Parties shall attend meetings to discuss Service Level reports (including reasonable legal costs"Performance Review Meetings") on a monthly basis (unless otherwise agreed), demands, . The Performance Review Meetings will be the forum for the review by the Supplier and liabilities arising from the provision Customer of incorrect the Performance Monitoring Reports. The Performance Review Meetings shall (unless otherwise agreed): take place within one (1) week of the reports being issued by the Supplier; take place at such location and time (within normal business hours) as the Customer shall reasonably require unless otherwise agreed in advance; be attended by the Supplier's representative and the Customer's Representative; and be fully minuted by the Supplier. The prepared minutes will be circulated by the Supplier to all attendees at the relevant meeting and also to the Customer's representative and any other recipients agreed at the relevant meeting. The minutes of the preceding month's Performance Review Meeting will be agreed and signed by both the Supplier's representative and the Customer's Representative at each meeting. The Customer shall be entitled to raise any additional questions and/or request any further information provided regarding any failure to achieve Service Levels. The Supplier shall provide to the Customer by such supporting documentation as the Supplier, Customer may reasonably require in order to verify the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use level 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. 5.8.5 The Customer shall review the Exit Plan within twenty (20) Working Days of receipt from performance by the Supplier and shall notify the Supplier calculations of the amount of Service Credits for any suggested revisions to the Exit Plan. In this respect, the 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 partyspecified period.

Exit Planning. 5.8.1 9.1. The Supplier shall, within three months after the Commencement Dateunless agreed otherwise, deliver to the Customer Trust a plan (the "Exit Plan") which sets out the Supplier's proposed methodology for achieving orderly transition of the Services Requirements from the Supplier to the Customer Trust and/or the a Replacement Supplier on the expiry or termination of this ContractAgreement within three (3) Months after the Commencement Date. Within 30 thirty (30) days after submission of the draft Exit Plan (or any revised Exit Plan) the parties Parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one (1) month of each anniversary of the Commencement Date. 5.8.2 The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 . The Supplier shall ensure that 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 and shall include as a minimum: 5.8.3.1 9.1.1. a detailed description of how the Services delivery of Requirements will be ceased and transferred to the Customer Trust and/or the a Replacement Supplier as the case may be 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)Supplier; 5.8.3.2 9.1.2. details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may beRequirements; 5.8.3.3 9.1.3. details of how relevant knowledge will be transferred to the Customer and/or the Replacement Suppliertransferred; and 5.8.3.4 9.1.4. details of assets and/or contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract this Agreement together with any reasonable costs required to effect such transfer (transfer. 9.2. Updates to the Exit Plan shall reflect changes in the Requirements and other matters necessary to ensure that the Supplier agrees that all assets and contracts used by is able to implement the Exit Plan at any time. 9.3. Following approval of the Exit Plan, the Supplier shall implement the Exit Plan. 9.4. The Supplier shall provide such support and assistance required in connection with the provision order to achieve a smooth transfer of the Services will be available for such transfer); 5.8.3.5 proposals for Requirements to the identification and transfer of documentation providing details of the Services; 5.8.3.6 proposals for the identification of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the provision of the Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; 5.8.3.7 proposals for the identification and return of all Property in the possession and/or control of the Supplier or any third party (including any Sub-contractor); 5.8.3.8 proposals to enable the Customer or the Replacement Supplier to recruit suitably skilled personnel; 5.8.3.9 proposals for the training of key members of the Replacement Supplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 proposals for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of copies of all related documentation and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) an inventory of all Customer Data; (b) details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) proposed transfer methods, both physical and electronic; and (d) proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 proposals for providing the Customer Trust or a Replacement Supplier copies before and after the Expiry Date ("Transitional Assistance") as specified by the Trust at any time prior to (or within ninety (90) days following) the occurrence of all documentation used termination or expiry of this Agreement, in the provision order to achieve a smooth transfer of the Services and necessarily required for to the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and 5.8.3.13 proposals for the assignment Trust or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 proposals for the disposal of any redundant materials; and 5.8.3.15 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 hand over of the provision of the Services. 5.8.4 The Supplier agrees to indemnify and keep the Customer fully indemnified for itself and on behalf of any Replacement Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any following such claim, cost, demand termination 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 Servicesexpiry. 5.8.5 The Customer shall review the Exit Plan within twenty (20) Working Days of receipt from the Supplier and shall notify the Supplier of any suggested revisions to the Exit Plan. In this respect, the 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.

Exit Planning. 5.8.1 The Should paragraph 3.6 of the Order Form require the Supplier shall, to produce an Exit Plan then within three months after the Commencement Date, the Supplier shall deliver to the Customer a plan (the "Exit Plan") which sets out the Supplier's proposed methodology for achieving orderly transition of the Services from the Supplier to the Customer and/or the a Replacement Supplier on the expiry or termination of this Contract. Within 30 days after submission of the draft Exit Plan (or any revised Exit Plan) the parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one month of each anniversary of the Commencement Date. 5.8.2 The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 . The Supplier shall ensure that 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 and shall include as a minimum: 5.8.3.1 : a detailed description of how the Services will be ceased and transferred to the Customer and/or the a Replacement Supplier as the case may be 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); 5.8.3.2 Supplier; details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may be; 5.8.3.3 Services; details of how relevant knowledge will be transferred to the Customer and/or the Replacement Suppliertransferred; and 5.8.3.4 and details of assets and/or contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon expiry or termination of the Contract together with any reasonable costs required to effect such transfer. Updates to the Exit Plan shall reflect changes in the Services and other matters necessary to ensure that the Supplier is able to implement the Exit Plan at any time. Following approval of the Exit Plan, the Supplier shall implement the Exit Plan. The Supplier shall provide such support and assistance required in order to achieve a smooth transfer of the Services to the Customer or a Replacement Supplier before and after the Expiry Date ("Transitional Assistance") as specified by the Customer at any time prior to (or within ninety (90) days following) the occurrence of an termination or expiry of the Contract, in order to achieve a smooth transfer of the Services to the customer or any Replacement Supplier following such termination or expiry. The Customer shall reimburse the Supplier for any reasonable additional costs incurred in providing the Transitional Assistance provided that such costs do not exceed the rates forming part of the Contract Price, the Supplier notifies the Customer of such costs in advance and the Supplier agrees is not required to provide the Transitional Assistance under any other contractual obligation. business continuity The Supplier shall have robust contingency plans in place, agreed with the Customer, to ensure that the service to the Customer will be maintained in the event of disruption (including, but not limited to, disruption to information technology systems) to the Supplier's operations, and those of Sub‑contractors to the Supplier, however caused ("Business Continuity Plan"). The Supplier shall ensure that the Business Continuity Plan aligns and continues to be aligned with Good Industry Practice and the relevant provisions of ISO/IEC17799:2000, BS15000 (as amended) and all assets other industry standards from time to time in force. The Supplier shall make the Business Continuity Plan available for the Customer to inspect and contracts used by to practically test at any reasonable time, and the Supplier shall promptly act upon and incorporate the Customer's reasonable comments upon the Business Continuity Plan. The Supplier shall regularly review, test and update the Business Continuity Plan in connection accordance with Good Industry Practice, including: in the provision event of a change to the Services will be available for such transfer); 5.8.3.5 proposals for Supplier's business operations; and/or in the identification and transfer event of documentation providing details of the Services; 5.8.3.6 proposals for the identification of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with a change to the provision of the Services; and/or on the occurrence of any event which may increase the likelihood of the need to implement the Business Continuity Plan (including the identification of any threat to the Supplier, together the Customer or the Services); and/or where requested by the Customer in accordance with clause 6.5. The Customer may request any additional reviews (over and above those provided for in clause 6.4) by notifying the Supplier to such effect in writing, whereupon the Supplier shall conduct such reviews in accordance with the Customer's written requirements. In the event of a loss of service, the Supplier shall immediately invoke the Business Continuity Plan (and shall inform the Customer promptly of such invocation). In all other instances the Supplier shall only invoke or test the Business Continuity Plan with the prior consent of the Customer. Monitoring of Contract Performance The Supplier shall comply with the monitoring arrangements set out in this clause 7 including, but not limited to, providing such data and information as the Supplier may be required to produce under this Contract. Within 20 Working Days of the Commencement Date the Supplier shall provide the Customer with details of the relevant lessors system that it will implement in order to monitor and contractorsreport on Service Level performance ("Performance Monitoring System") and the Parties will endeavour to agree such process as soon as reasonably possible. The Supplier agrees that, as a minimum the reports generated as part of the Performance Monitoring System shall contain, as a minimum, the payment termsfollowing information in respect of the relevant period just ended: for each Service Level, expiry dates the actual performance achieved over the Service Level for the relevant period; a summary of all failures to achieve Service Levels that occurred during that period; any Critical Service Failures and details in relation thereto; for any repeat failures, actions taken to resolve the underlying cause and prevent recurrence; the Service Credits to be applied in respect of the relevant period indicating the failures and Service Levels to which the Service Credits relate; and such other details as the Customer may reasonably require from time to time. Once agreed, the Supplier shall comply with the Performance Monitoring System. Where reports are required to be submitted as part of the Performance Monitoring System, the Supplier shall render such reports at such time and in such form as may be specified or as otherwise agreed between the Parties. The submission and receipt of reports as part of the Performance Monitoring System shall not prejudice the rights of either Party under the Contract. The Parties shall attend meetings to discuss Service Level reports ("Performance Review Meetings") on a monthly basis (unless otherwise agreed). The Performance Review Meetings will be the forum for the review by the Supplier and the Customer of the Performance Monitoring Reports. The Performance Review Meetings shall (unless otherwise agreed): take place within one (1) week of the reports being issued by the Supplier; take place at such location and time (within normal business hours) as the Customer shall reasonably require unless otherwise agreed in advance; be attended by the Supplier's Representative and the Customer's Representative; and be fully minuted by the Supplier. The prepared minutes will be circulated by the Supplier to all attendees at the relevant meeting and also to the Customer's representative and any other recipients agreed at the relevant novation and/or early termination provisions; 5.8.3.7 proposals for the identification and return of all Property in the possession and/or control meeting. The minutes of the preceding month's Performance Review Meeting will be agreed and signed by both the Supplier's representative and the Customer's Representative at each meeting. The Customer shall be entitled to raise any additional questions and/or request any further information regarding any failure to achieve Service Levels. The Supplier or any third party (including any Sub-contractor); 5.8.3.8 proposals shall provide to enable the Customer or such supporting documentation as the Replacement Supplier Customer may reasonably require in order to recruit suitably skilled personnel; 5.8.3.9 proposals for verify the training of key members level of the Replacement Supplier’s personnel in connection performance by the Supplier and the calculations of the amount of Service Credits for any specified period. The Supplier shall meet with the continuation Customer following completion of the provision of the Services following to discuss whether the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 proposals Parties' objectives were met, whether anticipated benefits had been achieved and to identify any lessons learned for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of copies of all related documentation and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) an inventory of all Customer Data; (b) details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) proposed transfer methods, both physical and electronic; and (d) proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 proposals for providing the Customer or a Replacement 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 Supplier; and 5.8.3.13 proposals for the assignment or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 proposals for the disposal of any redundant materials; and 5.8.3.15 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 hand over of the provision of the Services. 5.8.4 The Supplier agrees to indemnify and keep the Customer fully indemnified for itself and on behalf of any Replacement Supplier in respect of any claims, costs (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. 5.8.5 future projects. The Customer shall review the Exit Plan within twenty (20) Working Days of receipt be permitted to share information arising from the Supplier and shall notify the Supplier of any suggested revisions to the Exit Plan. In this respect, the 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 partysuch meeting with other Contracting Authorities.

Exit Planning. 5.8.1 The Supplier shall, within three months after the Commencement Date, deliver to the Customer a plan (the "Exit Plan") which sets out the Supplier's proposed methodology for achieving orderly transition of the Services from the Supplier to the Customer and/or the Replacement Supplier on the expiry or termination of this Contract. Within 30 days after submission of the draft Exit Plan (or any revised Exit Plan) the parties will use their reasonable endeavours to agree its content and if they are unable to reach agreement then the dispute shall be referred to the Dispute Resolution Procedure. The Supplier will review and update the Exit Plan within one month of each anniversary of the Commencement Date. 5.8.2 The Supplier will provide to the Customer and/or (subject to the potential Replacement Supplier entering into reasonable written confidentiality undertakings) to its potential Replacement Supplier, the material and information provided in accordance with this clause 5.8 in order to facilitate the preparation by the Customer of any invitation to tender and/or to facilitate any potential Replacement Supplier undertaking due diligence. 5.8.3 . The Supplier shall ensure that 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 and shall include as a minimum: 5.8.3.1 : a detailed description of how the Services will be ceased and transferred to the Customer and/or the Replacement Supplier as the case may be 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); 5.8.3.2 be; details of the management structure to be employed by the Supplier to effectively transfer the Services to the Customer and/or Replacement Supplier as the case may be; 5.8.3.3 ; details of how relevant knowledge will be transferred to the Customer and/or the Replacement Supplier; and 5.8.3.4 details of contracts (if any) which will be available for The Supplier shall co-operate fully with the Customer in order to enable an efficient and detailed knowledge transfer from the Contractor to the Customer and/or Authority on the Replacement Supplier upon expiry completion or earlier termination of the Contract together with and in addition, to minimise any reasonable costs required disruption to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such routine operational requirements. To facilitate this transfer); 5.8.3.5 proposals for the identification and transfer of documentation providing details of the Services; 5.8.3.6 proposals for the identification of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the provision of the Services, together with details of the relevant lessors and contractors, the payment termsContractor shall provide the Authority free of charge with full access to its Staff, expiry dates and any relevant novation and/or early termination provisions; 5.8.3.7 proposals for the identification and return of all Property in the possession and/or control of the Supplier or any third party (including any Sub-contractor); 5.8.3.8 proposals to enable the Customer or the Replacement Supplier to recruit suitably skilled personnel; 5.8.3.9 proposals for the training of key members of the Replacement Supplier’s personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; 5.8.3.10 proposals for the granting of licences to use all software (including the Software) necessary for the Customer’s receipt of the Services and the provision of addition, copies of all related documentation documents, reports, summaries and all Source Code deposited in escrow and details of such escrow accounts or in accordance with clause 23; 5.8.3.11 proposals for the transfer of all Customer Data then in the Supplier’s possession to either the Customer or a Replacement Supplier, including: (a) an inventory of all Customer Data; (b) details of the data structures in which the Customer Data is stored, in the form of an agreed data model together with information on other data structures in which the Customer Data could be stored; (c) proposed transfer methods, both physical and electronic; and (d) proposed methods for ensuring the integrity of the Customer Data on transfer; 5.8.3.12 proposals for providing the Customer or a Replacement 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 Supplier; and 5.8.3.13 proposals for the assignment or novation of all leases, circuit agreements, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the Services; 5.8.3.14 proposals for the disposal of any redundant materials; and 5.8.3.15 proposals for the supply of any other information or assistance reasonably required requested by the Customer or a Replacement Supplier in order to effect an orderly hand over of Authority. The Contractor shall comply with the provision of the Services. 5.8.4 The Supplier agrees to indemnify and keep the Customer fully indemnified Authority’s request for itself and on behalf of any Replacement Supplier in respect of any claims, costs information no later than fifteen (including reasonable legal costs), demands, and liabilities arising from the provision of incorrect information provided to the Customer by the Supplier, to the extent that any such claim, cost, demand or liability directly and unavoidably arises from the use of the incorrect information in a manner that can reasonably be assumed to be proper in bidding for or providing services similar to the Services. 5.8.5 The Customer shall review the Exit Plan within twenty (2015) Working Days of receipt from the Supplier date that that request was made. disaster recovery and business continuity The parties shall notify comply with the Supplier provisions of any suggested revisions to the Exit Plan. In this respect, the Customer will act neither unreasonably, capriciously nor vexatiously. Such suggested revisions shall be discussed schedule 4 (Disaster Recovery and resolved within ten (10) Working Days. The agreed Exit Plan shall be signed as approved by each partyBusiness Continuity).