Common use of Framework Transition Clause in Contracts

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn Xxxxxx Xxxxxxx LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn Xxxxxxxx Strathern LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn MacRoberts LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn Xxxxxx Xxxxxx LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn Brodies LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn Xxxxxxxx Strathern LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I 1 August 2021 – 31 July 2022 Rate - £ per hour Year 4 I 1 August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTEDCMS Xxxxxxx XxXxxxx Nabarro Olswang LLP 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn Xxxxxx Xxxx LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 3 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn Xxxxxxxxx Xxxxxxx LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn MacRoberts LLP SCHEDULE 2 - PRICING SCHEDULE FRAMEWORK PRICES Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED 125.00 125.00 125.00 125.00 Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED 100.00 100.00 100.00 100.00 Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED 90.00 90.00 90.00 90.00 Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED85.00 85.00 85.00 85.00 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn DWF LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTEDMacRoberts LLP 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn Xxxxxx Xxxxxxx LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn Weddernburn LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn Thorntons Law LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTED 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTEDBrodies LLP 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.

Framework Transition. 24.1 The Contractor will develop and agree with the Authority a Termination & Exit Plan for this Framework Agreement not later than six months after the commencement date of this Framework Agreement. 24.2 The Termination & Exit Plan will ensure smooth transition of work, documents and information to the Authority, or any subsequent third party nominated by the Authority at the Framework Agreement expiry date, date of termination or during the mobilisation of any future Contract or Framework Agreement for same or similar services. 24.3 The Exit Plan will provide details of all procedures and activities necessary for a seamless transition of responsibility from the Contractor and from this Framework Agreement. 24.4 The Exit Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised. 24.5 The Contractor shall ensure that any material provided by, or paid for by the Authority, is returned within 14 calendar days of the Framework Agreement expiry date or date of termination. 24.6 The Contractor and the Authority shall act in accordance with the Exit Plan in the event of expiry, or early termination of this Framework Agreement. 24.7 The Authority’s role is transferred to any Framework Public Body that places an order prior to the Framework Agreement expiry date or date of termination for services to be delivered under this Framework Agreement at a date after the Framework Agreement expiry date or date of termination at the Framework Agreement expiry date or date of termination. 24.8 The Contractor will continue to submit spend and performance information to the Authority until all Call-Off Contracts for services to be delivered under this Framework Agreement have been fulfilled. This and the following 2 pages comprise Schedule 2 to the Framework Agreement between the Scottish Ministers and Shepherd + Wedderburn LLP Year 1 1 August 2019 – 31 July 2020 Rate - £ per hour Year 2 1 August 2020 – 31 July 2021 Rate - £ per hour Year 3 I August 2021 – 31 July 2022 Rate - £ per hour Year 4 I August 2022 – 31 July 2023 Rate - £ per hour Partner (including Senior Partner, Director) REDACTED REDACTED REDACTED REDACTED Associate (including Senior Associate) REDACTED REDACTED REDACTED REDACTED Solicitor (including Junior/Senior Assistant) REDACTED REDACTED REDACTED REDACTED Paralegal/Trainee REDACTED REDACTED REDACTED REDACTEDXxxxxxxx Strathern LLP 1. All prices quoted must be in UK sterling and exclusive of VAT. 2. The prices quoted shall be maximum and firm. However, nothing in this Framework Agreement prevents the Contractor from improving on the prices in the Pricing Schedule for the purposes of a Call-off Contract. 3. The hourly rates in the Pricing Schedule shall exclude VAT and shall be the total maximum prices for the stated services including the cost of all labour, materials, equipment, holiday relief or substitute, overheads, disbursements, management fees, administration, secretarial, photocopying and all other associated costs. Travel and subsistence costs are included in these hourly rates to the extent provided for in paragraph 8. 4. For each Call-Off Contract, Framework Public Bodies may agree any combination of hourly, fixed and capped fees to achieve a total Call Off Contract price. Hourly, fixed and capped fees agreed at call-off level, must not exceed the maximum Framework rates.