Common use of Expiry or Termination Clause in Contracts

Expiry or Termination. This Agreement envisages that, subsequent to the commencement of the provision of the Services, the identity of the provider of the Services (or any part of the Services) may change (whether as a result of termination of this Agreement, or part, or otherwise) resulting in the Services or related services being undertaken by the Commissioner or a Replacement Supplier. Such change in the identity of the supplier of such services shall be a Service Transfer. The Parties acknowledge that a Service Transfer will be a Relevant Transfer and in such event, the Commissioner, or a Replacement Supplier, would inherit liabilities in respect of the Transferring Employees. Accordingly, the Employment Regulations and/or the Acquired Rights Directive will apply. The Supplier agrees, subject to compliance with the Data Protection Legislation that within 20 Working Days of the earliest of: receipt of a notification from the Commissioner of a Service Transfer or intended Service Transfer; or receipt of the giving of notice of early termination of this Agreement or any part thereof; or the date which is 12 Months before the end of the Term; or receipt of a written request of the Commissioner at any time (provided that the Commissioner shall only be entitled to make one such request in any six month period), it will provide the Supplier's Provisional Staff List and the Staffing Information to the Commissioner or, at the direction of the Commissioner, to a Replacement Supplier and it will provide an updated Supplier's Provisional Staff List at such intervals as are reasonably requested by the Commissioner. At least 14 Working Days prior to the Service Transfer Date, the Supplier shall prepare (subject to compliance with Data Protection Legislation) and provide, or as appropriate procure that the Supplier Party shall prepare and provide, to the Commissioner or, at the direction of the Commissioner or the Replacement Supplier, the Supplier's Final Staff List, which shall be complete and accurate in all material respects. The Supplier's Final Staff List shall identify which of the Staff named are Transferring Employees. The provision of personal data regarding those individuals detailed on the Supplier's Final Staff List is subject to the consent of such individuals (which the Supplier shall use its reasonable endeavours to obtain) and being mindful that the final "Personalised List" can change up to the date of transfer or in the absence of such individual's approval, the Supplier's Final Staff List being suitably anonymised so as to comply with Data Protection Legislation. Subject to compliance with the Data Protection Legislation, the Commissioner shall be permitted to use and disclose the Supplier's Provisional Staff List, the Supplier's Final Staff List and the Staffing Information for informing any tenderer or other prospective Replacement Supplier for any services which are substantially the same type of services (or any part thereof) as the Services, provided that the Commissioner imposes on such third party obligations of confidence that are no less onerous than the Commissioner has to the Supplier in relation to that information. Upon reasonable request by the Commissioner and subject to compliance with the Data Protection Legislation, the Supplier shall provide, and shall procure that each Supplier Party shall provide, the Commissioner or at the request of the Commissioner, the Replacement Supplier, with access (on reasonable notice and during normal working hours) to such employment records as the Commissioner reasonably requests and will allow the Commissioner or the Replacement Supplier to have copies of any such documents. The Supplier warrants that the Supplier's Provisional Staff List, the Supplier's Final Staff List and the Staffing Information will be true and accurate in all material respects. From the date of the earliest event referred to in paragraphs 4.1.1 to 4.1.3 above, the Supplier agrees that it will not, and agrees to procure that each Supplier Party will not, other than in the ordinary course of business, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Supplier's Provisional Staff List and will not, other than in the ordinary course of business, without the prior written consent of the Commissioner (such consent not to be unreasonably withheld or delayed): increase the total number of employees listed on the Supplier's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed; make, propose or permit any material changes to the terms and conditions of employment of any employees listed on the Supplier's Provisional Staff List; increase the proportion of working time spent on the Services (or the relevant part) by any of the Staff save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any Staff listed on the Supplier's Provisional Staff List; replace any Staff listed on the Supplier's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Staff List save for: the execution of assigned operations as detailed in 4.6.1 and 4.6.3; and/or replacing voluntary resignations or staff terminated by due disciplinary process to satisfy the fulfilment of previously agreed work streams provided that any replacement is employed on the same terms and conditions of employment as the person he/she replaces; and the Supplier will promptly notify or as appropriate will procure that the Supplier Party will promptly notify the Commissioner or, at the direction of the Commissioner, the Replacement Supplier of any notice to terminate employment given by the Supplier or any Supplier Party or received from any persons listed on the Supplier's Provisional Staff List regardless of when such notice takes effect. Within seven (7) Working Days following the Service Transfer Date, the Supplier will provide to the Commissioner or any Replacement Supplier, in respect of each person on the Supplier's Final Staff List who is a Transferring Employee: the most recent month's copy pay slip data; details of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

Expiry or Termination. This Agreement envisages that, subsequent to the commencement of the provision of the Consultancy Services, the identity of the provider of the Consultancy Services (or any part of the Consultancy Services) may change (whether as a result of termination of this Agreement, or part, or otherwise) resulting in the Consultancy Services or related services being undertaken by the Commissioner or a Replacement SupplierConsultant. Such change in the identity of the supplier of such services shall be a Service Transfer. The Parties acknowledge that a Service Transfer will be a Relevant Transfer and in such event, the Commissioner, or a Replacement SupplierConsultant, would inherit liabilities in respect of the Transferring Employees. Accordingly, the Employment Regulations and/or the Acquired Rights Directive will apply. The Supplier Consultant agrees, subject to compliance with the Data Protection Legislation that within 20 Working Days of the earliest of: receipt of a notification from the Commissioner of a Service Transfer or intended Service Transfer; or receipt of the giving of notice of early termination of this Agreement or any part thereof; or the date which is 12 Months before the end of the Term; or receipt of a written request of the Commissioner at any time (provided that the Commissioner shall only be entitled to make one such request in any six month period), it will provide the SupplierConsultant's Provisional Staff List and the Staffing Information to the Commissioner or, at the direction of the Commissioner, to a Replacement Supplier Consultant and it will provide an updated SupplierConsultant's Provisional Staff List at such intervals as are reasonably requested by the Commissioner. At least 14 Working Days prior to the Service Transfer Date, the Supplier Consultant shall prepare (subject to compliance with Data Protection Legislation) and provide, or as appropriate procure that the Supplier Consultant Party shall prepare and provide, to the Commissioner or, at the direction of the Commissioner or the Replacement SupplierConsultant, the SupplierConsultant's Final Staff List, which shall be complete and accurate in all material respects. The SupplierConsultant's Final Staff List shall identify which of the Staff named are Transferring Employees. The provision of personal data regarding those individuals detailed on the SupplierConsultant's Final Staff List is subject to the consent of such individuals (which the Supplier Consultant shall use its reasonable endeavours to obtain) and being mindful that the final "Personalised List" can change up to the date of transfer or in the absence of such individual's approval, the SupplierConsultant's Final Staff List being suitably anonymised so as to comply with Data Protection Legislation. Subject to compliance with the Data Protection Legislation, the Commissioner shall be permitted to use and disclose the SupplierConsultant's Provisional Staff List, the SupplierConsultant's Final Staff List and the Staffing Information for informing any tenderer or other prospective Replacement Supplier Consultant for any services which are substantially the same type of services (or any part thereof) as the Consultancy Services, provided that the Commissioner imposes on such third party obligations of confidence that are no less onerous than the Commissioner has to the Supplier Consultant in relation to that information. Upon reasonable request by the Commissioner and subject to compliance with the Data Protection Legislation, the Supplier Consultant shall provide, and shall procure that each Supplier Consultant Party shall provide, the Commissioner or at the request of the Commissioner, the Replacement SupplierConsultant, with access (on reasonable notice and during normal working hours) to such employment records as the Commissioner reasonably requests and will allow the Commissioner or the Replacement Supplier Consultant to have copies of any such documents. The Supplier Consultant warrants that the SupplierConsultant's Provisional Staff List, the SupplierConsultant's Final Staff List and the Staffing Information will be true and accurate in all material respects. From the date of the earliest event referred to in paragraphs 4.1.1 to 4.1.3 above, the Supplier Consultant agrees that it will not, and agrees to procure that each Supplier Consultant Party will not, other than in the ordinary course of business, assign any person to the provision of the Consultancy Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the SupplierConsultant's Provisional Staff List and will not, other than in the ordinary course of business, without the prior written consent of the Commissioner (such consent not to be unreasonably withheld or delayed): increase the total number of employees listed on the SupplierConsultant's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed; make, propose or permit any material changes to the terms and conditions of employment of any employees listed on the SupplierConsultant's Provisional Staff List; increase the proportion of working time spent on the Consultancy Services (or the relevant part) by any of the Staff save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any Staff listed on the SupplierConsultant's Provisional Staff List; replace any Staff listed on the SupplierConsultant's Provisional Staff List or deploy any other person to perform the Consultancy Services (or the relevant part) or terminate or give notice to terminate the employment or contracts of any persons on the SupplierConsultant's Provisional Staff List save for: the execution of assigned operations as detailed in 4.6.1 and 4.6.3; and/or replacing voluntary resignations or staff terminated by due disciplinary process to satisfy the fulfilment of previously agreed work streams provided that any replacement is employed on the same terms and conditions of employment as the person he/she replaces; and the Supplier Consultant will promptly notify or as appropriate will procure that the Supplier Consultant Party will promptly notify the Commissioner or, at the direction of the Commissioner, the Replacement Supplier Consultant of any notice to terminate employment given by the Supplier Consultant or any Supplier Consultant Party or received from any persons listed on the SupplierConsultant's Provisional Staff List regardless of when such notice takes effect. Within seven (7) Working Days following the Service Transfer Date, the Supplier Consultant will provide to the Commissioner or any Replacement SupplierConsultant, in respect of each person on the SupplierConsultant's Final Staff List who is a Transferring Employee: the most recent month's copy pay slip data; details of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.

Expiry or Termination. This Agreement envisages that, subsequent to the commencement of the provision of the Services, the identity of the provider of the Services (or any part of the Services) may change (whether as a result of termination of this Agreement, or part, or otherwise) resulting in the Services or related services being undertaken by the Commissioner or a Replacement Supplier. Such change in the identity of the supplier of such services shall be a Service Transfer. The Parties acknowledge that a Service Transfer will may be a Relevant Transfer and in such event, the Commissioner, or a Replacement Supplier, would inherit liabilities in respect of the Transferring Employees. Accordingly, the Employment Regulations and/or the Acquired Rights Directive will would apply. The Supplier agrees, subject to compliance with the Data Protection Legislation that within 20 Working Days of the earliest of: receipt of a notification from the Commissioner of a Service Transfer or intended Service Transfer; or receipt of the giving of notice of early termination of this Agreement or any part thereof; or the date which is 12 Months before the end of the Term; or receipt of a written request of the Commissioner at any time (provided that the Commissioner shall only be entitled to make one such request in any six month period), it will provide the Supplier's Provisional Staff List and the Staffing Information to the Commissioner or, at the direction of the Commissioner, to a Replacement Supplier and it will provide an updated Supplier's Provisional Staff List at such intervals as are reasonably requested by the Commissioner. At least 14 20 Working Days prior to the Service Transfer Date, the Supplier shall prepare (subject to compliance with Data Protection Legislation) and provide, or as appropriate procure that the Supplier Party shall prepare and provide, to the Commissioner or, at the direction of the Commissioner or the Replacement Supplier, the Supplier's Final Staff List, which shall be complete and accurate in all material respects. The Supplier's Final Staff List shall identify which of the Staff named are Transferring Employees. The provision of personal data regarding those individuals detailed on the Supplier's Final Staff List is subject to the consent of such individuals (which the Supplier shall use its reasonable endeavours to obtain) and being mindful that the final "Personalised List" can change up to the date of transfer or in the absence of such individual's approval, the Supplier's Final Staff List being suitably anonymised so as to comply with Data Protection Legislation. Subject to compliance with the Data Protection Legislation, the Commissioner shall be permitted to use and disclose the Supplier's Provisional Staff List, the Supplier's Final Staff List and the Staffing Information for informing any tenderer or other prospective Replacement Supplier for any services which are substantially the same type of services (or any part thereof) as the Services, provided that the Commissioner imposes on such third party obligations of confidence that are no less onerous than the Commissioner has to the Supplier in relation to that information. Upon reasonable request by the Commissioner and subject to compliance with the Data Protection Legislation, the Supplier shall provide, and shall procure that each Supplier Party shall provide, the Commissioner or at the request of the Commissioner, the Replacement Supplier, with access (on reasonable notice and during normal working hours) to such employment records as the Commissioner reasonably requests and will allow the Commissioner or the Replacement Supplier to have copies of any such documents. The Supplier warrants that the Supplier's Provisional Staff List, the Supplier's Final Staff List and the Staffing Information will be true and accurate in all material respects. From the date of the earliest event referred to in paragraphs 4.1.1 to 4.1.3 above, the Supplier agrees that it will not, and agrees to procure that each Supplier Party will not, other than in the ordinary course of business, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Supplier's Provisional Staff List and will not, other than in the ordinary course of business, without the prior written consent of the Commissioner (such consent not to be unreasonably withheld or delayed): increase the total number of employees listed on the Supplier's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed; make, propose or permit any material changes to the terms and conditions of employment of any employees listed on the Supplier's Provisional Staff List; increase the proportion of working time spent on the Services (or the relevant part) by any of the Staff save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any Staff listed on the Supplier's Provisional Staff List; replace any Staff listed on the Supplier's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or terminate or give notice to terminate the employment or contracts of any persons on the Supplier's Provisional Staff List save for: the execution of assigned operations as detailed in 4.6.1 and 4.6.3; and/or replacing voluntary resignations or staff terminated by due disciplinary process to satisfy the fulfilment of previously agreed work streams provided that any replacement is employed on the same terms and conditions of employment as the person he/she replaces; and the Supplier will promptly notify or as appropriate will procure that the Supplier Party will promptly notify the Commissioner or, at the direction of the Commissioner, the Replacement Supplier of any notice to terminate employment given by the Supplier or any Supplier Party or received from any persons listed on the Supplier's Provisional Staff List regardless of when such notice takes effect. Within [seven (7) )] Working Days following the Service Transfer Date, the Supplier will provide to the Commissioner or any Replacement Supplier, in respect of each person on the Supplier's Final Staff List who is a Transferring Employee: the most recent month's copy pay slip data; details of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes.