Common use of GAINSHARE Clause in Contracts

GAINSHARE. 4.1 At any time during the Term, the Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services ("Proposal"). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 a business case for the new or different way the Supplier intends to provide the Services; 4.1.2 the potential direct and indirect cost savings for the Supplier and the Contracting Body; 4.1.3 the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; 4.1.4 the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; 4.1.5 the gainshare ratio. 4.2 The Supplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier and the Contracting Body, the estimated amount of savings, the gainshare ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. 4.3 The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier to submit a revised Proposal. 4.4 If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio ("Gainshare Implementation Plan"). 4.5 Once the Gainshare Implementation Plan has been agreed between the Parties, the Supplier shall implement the Proposal in accordance with the plan and the Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 Following implementation, the Parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 The Supplier shall provide regular updates to the Authority on:

GAINSHARE. 4.1 At any time during the Term, the Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services ("Proposal"). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 a business case for the new or different way the Supplier intends to provide the Services; 4.1.2 the potential direct and indirect cost savings for the Supplier and the Contracting Body; 4.1.3 the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; 4.1.4 the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; 4.1.5 the gainshare ratio. 4.2 The Supplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier and the Contracting Body, the estimated amount of savings, the gainshare ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. 4.3 The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier to submit a revised Proposal. 4.4 If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio ("Gainshare Implementation Plan"). 4.5 Once the Gainshare Implementation Plan has been agreed between the Parties, the Supplier shall implement the Proposal in accordance with the plan and the Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 Following implementation, the Parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 The Supplier shall provide regular updates to the Authority on: 4.7.1 Gainshare Proposals that have been submitted to Contracting Bodies for consideration, and 4.7.2 the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process.

GAINSHARE. 4.1 At any time during the Term, the Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services ("Proposal"). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 : a business case for the new or different way the Supplier intends to provide the Services; 4.1.2 ; the potential direct and indirect cost savings for the Supplier and the Contracting Body; 4.1.3 ; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; 4.1.4 ; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; 4.1.5 ; the gainshare ratio. 4.2 . The Supplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier and the Contracting Body, the estimated amount of savings, the gainshare ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. 4.3 . The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier to submit a revised Proposal. 4.4 . If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio ("Gainshare Implementation Plan"). 4.5 . Once the Gainshare Implementation Plan has been agreed between the Parties, the Supplier shall implement the Proposal in accordance with the plan and the Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 . Following implementation, the Parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 . The Supplier shall provide regular updates to the Authority on:: Gainshare Proposals that have been submitted to Contracting Bodies for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process.

GAINSHARE. 4.1 At any time during the Term, the Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services ("“Proposal"”). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 : a business case for the new or different way the Supplier intends to provide the Services; 4.1.2 ; the potential direct and indirect cost savings for the Supplier and the Contracting Body; 4.1.3 ; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; 4.1.4 ; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; 4.1.5 ; the gainshare ratio. 4.2 . The Supplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier and the Contracting Body, the estimated amount of savings, the gainshare ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. 4.3 . The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Partiesparties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier to submit a revised Proposal. 4.4 . If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio ("“Gainshare Implementation Plan"”). 4.5 . Once the Gainshare Implementation Plan has been agreed between the Partiesparties, the Supplier shall implement the Proposal in accordance with the plan and the Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 . Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 . The Supplier shall provide regular updates to the Authority on:: gainshare Proposals that have been submitted to Contracting Bodies for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process.

GAINSHARE. 4.1 At any time during the Term, the Supplier may make a proposal to a Contracting Body Customer and the Authority for a new or different way of providing the Services ("“Proposal"”). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 : a business case for the new or different way the Supplier intends to provide the Services; 4.1.2 ; the potential direct and indirect cost savings for the Supplier and the Contracting Body; 4.1.3 Customer; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; 4.1.4 Customer; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; 4.1.5 Customer; the gainshare ratio. 4.2 . The Supplier, the Contracting Body Customer and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier and the Contracting BodyCustomer, the estimated amount of savings, the gainshare ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier and the Contracting Body Customer should the Proposal be aborted or not meet its financial objectives. The Supplier shall then submit a revised Proposal to the Contracting Body Customer and the Authority. 4.3 . The Contracting Body Customer shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Partiesparties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier to submit a revised Proposal. 4.4 . If and when the Proposal is accepted in principle by the Contracting Body Customer and the Authority and such agreement is put in writing, the Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio ("“Gainshare Implementation Plan"”). 4.5 . Once the Gainshare Implementation Plan has been agreed between the Partiesparties, the Supplier shall implement the Proposal in accordance with the plan and the Supplier and the Contracting Body Customer shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 . Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 . The Supplier shall provide regular updates to the Authority on:: gainshare Proposals that have been submitted to Customers for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process.

GAINSHARE. 4.1 C5.1 At any time during the Term, the Supplier Contractor may make a proposal to a The Contracting Body and the Authority for a new or different way of providing the Services ("“Proposal"”). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 a) a business case for the new or different way the Supplier Contractor intends to provide the Services; 4.1.2 b) the potential direct and indirect cost savings for the Supplier Contractor and the Contracting BodyAuthority; 4.1.3 c) the potential direct and indirect costs which might be incurred by the Supplier Contractor and the Contracting BodyAuthority; 4.1.4 d) the potential benefit(s) (financial or otherwise) to the Supplier Contractor and the Contracting BodyAuthority; 4.1.5 e) the gainshare ratio. 4.2 C5.2 The Supplier, Contractor and the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier and the Contracting Body, the estimated amount of savings, the gainshare ratio, and the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Supplier Contractor shall then submit a revised Proposal to the Contracting Body and the Authority. 4.3 C5.3 The Contracting Body Authority shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Partiesparties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier Contractor to submit a revised Proposal. 4.4 C5.4 If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Supplier Contractor shall formulate an implementation plan which shall set out in more detail the way in which the Supplier Contractor intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio ("“Gainshare Implementation Plan"”). 4.5 C5.5 Once the Gainshare Implementation Plan has been agreed between the Partiesparties, the Supplier Contractor shall implement the Proposal in accordance with the plan and the Supplier and the Contracting Body Authority shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make paymentspaid. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 C5.6 Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 C5.7 The Supplier Contractor shall provide regular updates to the Authority on: i. Gainshare Proposals that have been submitted for consideration, and ii. The resultant benefits that have been derived from Proposals which have been implemented. C5.8 Such information may be collated by the Contracting Authority as part of the Management Information process. C5.1 Any requirement of Law to account for the Services in Euro, (or to prepare for such accounting) instead of and/or in addition to sterling, shall be implemented by the Contractor free of charge to the Authority. C5.2 The Authority shall provide all reasonable assistance to facilitate compliance with clause C5.1 by the Contractor.

GAINSHARE. 4.1 At any time during the Term, the Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing all or any of the Services (a "Proposal"). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 a business case for the new or different way the Supplier intends to provide the Services; 4.1.2 the potential direct and indirect cost savings for the Supplier and the Contracting BodyBodies; 4.1.3 the potential direct and indirect costs which might be incurred by the Supplier and the Contracting BodyBodies; 4.1.4 the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body;Bodies; and 4.1.5 the gainshare ratio. 4.2 The Supplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier and the Contracting Body, the estimated amount of savings, the gainshare ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. 4.3 The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier to submit a revised Proposal. 4.4 If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio (a "Gainshare Implementation Plan"). 4.5 Once the Gainshare Implementation Plan has been agreed between the PartiesContracting Body and the Authority, the Supplier shall implement the Proposal in accordance with the plan and the Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 Following implementation, the Parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 The Supplier shall provide regular updates to the Authority on:

GAINSHARE. 4.1 At any time during the Term, the Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services ("“Proposal"”). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 : a business case for the new or different way the Supplier intends to provide the Services; 4.1.2 ; the potential direct and indirect cost savings for the Supplier and the Contracting Body; 4.1.3 ; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; 4.1.4 ; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; 4.1.5 ; the gainshare ratio. 4.2 . The Supplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier and the Contracting Body, the estimated amount of savings, the gainshare ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. 4.3 . The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Partiesparties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier to submit a revised Proposal. 4.4 . If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio ("“Gainshare Implementation Plan"”). 4.5 . Once the Gainshare Implementation Plan has been agreed between the Partiesparties, the Supplier shall implement the Proposal in accordance with the plan and the Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 . Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 . The Supplier shall provide regular updates to the Authority on:: gainshare Proposals that have been submitted to Contracting Bodies for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process.

GAINSHARE. 4.1 3.16.1 At any time during the Term, lifetime of the Framework Agreement and any subsequent Call Off Agreement the Supplier may make a proposal to a Contracting Body the Authority and the Contracting Authority for a an improved new or different way of providing the Services ("“Service Improvement Proposal"”). Any Service Improvement Proposal must clearly state that it is submitted for consideration under this gainshare Gainshare provision and shall include: 4.1.1 (a) a business case for the new or different way the Supplier intends to provide the Services;, outlining the Service improvement(s) identified 4.1.2 (b) the anticipated operational impact (including, without limitation, an equality impact assessment, an assessment of quality, reliability and other relevant factors) of the Service improvements on the delivery of the Services by the Supplier in accordance with the Framework Agreement and or Call Off Agreement(s)the potential benefit(s) (financial or otherwise) to the Supplier, the Authority and the Contracting Authority (c) the potential direct and indirect cost savings for the Supplier Supplier, the Authority and the Contracting Body;Authority 4.1.3 (d) the potential direct and indirect costs which might be incurred by the Supplier Supplier, the Authority and the Contracting Body;Authority 4.1.4 the potential benefit(s(e) (financial or otherwise) advice to the Supplier Authority and the Contracting Body;Authority of any risks associated with the Service improvements 4.1.5 (f) the gainshare ratio. 4.2 3.16.2 The Supplier, the Contracting Body Authority and the Contracting Authority shall meet to discuss the Service Improvement Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier Supplier, the Authority and the Contracting BodyAuthority, the estimated amount of savings, the gainshare ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier Supplier, the Authority and the Contracting Body Authority should the Service Improvement Proposal be aborted or not meet its financial objectives. The Supplier shall then submit a revised Proposal to the Contracting Body Authority and the Contracting Authority. 4.3 3.16.3 The Contracting Body Authority shall assess the Service Improvement Proposal in conjunction with the Contracting Authority and shall, in writing within one (1) Month (or such other time as agreed between the Partiesparties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier to submit a revised Service Improvement Proposal. 4.4 3.16.4 If and when the Service Improvement Proposal is accepted in principle by the Authority and Contracting Body and the Authority and such agreement is put in writing, the Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Supplier intends that the Service Improvement Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio ("“Gainshare Implementation Plan"”). 4.5 3.16.5 Once the Gainshare Implementation Plan has been agreed between the Partiesparties, the Supplier shall implement the Service Improvement Proposal in accordance with the plan and the Supplier Supplier, the Authority and the Contracting Body Authority shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 3.16.6 Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 3.16.7 The Supplier shall provide regular updates to the Authority on: (a) gainshare Service Improvement Proposals that have been submitted to Contracting Authorities for consideration, and (b) the resultant benefits that have been derived from Service Improvement Proposals which have been implemented. 3.16.8 Such information may be collated by the Authority as part of the Management Information process.

GAINSHARE. 4.1 At any time during the Term, the Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services ("“Proposal"”). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 : a business case for the new or different way the Supplier intends to provide the Services; 4.1.2 ; the potential direct and indirect cost savings for the Supplier and the Contracting Body; 4.1.3 ; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; 4.1.4 ; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; 4.1.5 ; the gainshare ratio. 4.2 . The Supplier, the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier and the Contracting Body, the estimated amount of savings, the gainshare ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Supplier shall then submit a revised Proposal to the Contracting Body and the Authority. 4.3 . The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Partiesparties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier to submit a revised Proposal. 4.4 . If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Supplier shall formulate an implementation plan which shall set out in more detail the way in which the Supplier intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio ("“Gainshare Implementation Plan"”). 4.5 . Once the Gainshare Implementation Plan has been agreed between the Partiesparties, the Supplier shall implement the Proposal in accordance with the plan and the Supplier and the Contracting Body shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 . Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 . The Supplier shall provide regular updates to the Authority on:: gainshare Proposals that have been submitted to Contracting Bodies for consideration, and the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Authority as part of the Management Information process. If the Authority or any Other Contracting Body decides to source the Available Services through the Framework then it will award its Services Requirements in accordance with the procedure in this Framework Schedule 5 (Ordering Procedure) and the requirements of the Regulations and the Guidance.

GAINSHARE. 4.1 C5.1 At any time during the Term, the Supplier Contractor may make a proposal to a The Contracting Body and the Authority for a new or different way of providing the Services ("“Proposal"”). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 a) a business case for the new or different way the Supplier Contractor intends to provide the Services; 4.1.2 b) the potential direct and indirect cost savings for the Supplier Contractor and the Contracting BodyAuthority; 4.1.3 c) the potential direct and indirect costs which might be incurred by the Supplier Contractor and the Contracting BodyAuthority; 4.1.4 d) the potential benefit(s) (financial or otherwise) to the Supplier Contractor and the Contracting BodyAuthority; 4.1.5 e) the gainshare ratio. 4.2 C5.2 The Supplier, Contractor and the Contracting Body and the Authority shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier and the Contracting Body, the estimated amount of savings, the gainshare ratio, and the timing of any payments or adjustments and the proportion of the costs and losses to be borne by the Supplier and the Contracting Body should the Proposal be aborted or not meet its financial objectives. The Supplier Contractor shall then submit a revised Proposal to the Contracting Body and the Authority. 4.3 C5.3 The Contracting Body Authority shall assess the Proposal in conjunction with the Authority and shall, in writing within one (1) Month (or such other time as agreed between the Partiesparties), either accept it in principle, reject it or offer recommendations or refinements in order for the Supplier Contractor to submit a revised Proposal. 4.4 C5.4 If and when the Proposal is accepted in principle by the Contracting Body and the Authority and such agreement is put in writing, the Supplier Contractor shall formulate an implementation plan which shall set out in more detail the way in which the Supplier Contractor intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio ("“Gainshare Implementation Plan"”). 4.5 C5.5 Once the Gainshare Implementation Plan has been agreed between the Partiesparties, the Supplier Contractor shall implement the Proposal in accordance with the plan and the Supplier and the Contracting Body Authority shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make paymentspaid. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 C5.6 Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 C5.7 The Supplier Contractor shall provide regular updates to the Authority on: i. Gainshare Proposals that have been submitted for consideration, and ii. The resultant benefits that have been derived from Proposals which have been implemented. C5.8 Such information may be collated by the Contracting Authority as part of the Management Information process. C6 Euro C6.1 Any requirement of Law to account for the Services in Euro, (or to prepare for such accounting) instead of and/or in addition to sterling, shall be implemented by the Contractor free of charge to the Authority. C6.2 The Authority shall provide all reasonable assistance to facilitate compliance with clause C6.1 by the Contractor.