Common use of GAINSHARE Clause in Contracts

GAINSHARE. 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: a business case for the new or different way the Supplier intends to provide the Services; the potential direct and indirect cost savings for the Supplier and the Contracting Body; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; the gainshare ratio. 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. 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. 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"). 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. Following implementation, the Parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 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. 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: a business case for the new or different way the Supplier intends to provide the Services; the potential direct and indirect cost savings for the Supplier and the Contracting Body; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; the gainshare ratio. 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. 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. 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"”). 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. Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. The Supplier shall provide regular updates to the Authority on: Gainshare 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. 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: a business case for the new or different way the Supplier intends to provide the Services; the potential direct and indirect cost savings for the Supplier and the Contracting Body; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; the gainshare ratio. 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. 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. 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"”). 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. Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. The Supplier shall provide regular updates to the Authority on: Gainshare 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. 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: a business case for the new or different way the Supplier intends to provide the Services; the potential direct and indirect cost savings for the Supplier and the Contracting Body; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; the gainshare ratio. 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. 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. 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"”). 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. Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. The Supplier shall provide regular updates to the Authority on: Gainshare 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. FRAMEWORK SCHEDULE 4 IS A STAND ALONE FILE Framework Schedule 5 - ordering procedure AWARD PROCEDURE 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. 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: a business case for the new or different way the Supplier intends to provide the Services; the potential direct and indirect cost savings for the Supplier and the Contracting BodyCustomer; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting BodyCustomer; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting BodyCustomer; the gainshare ratio. 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. 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. 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"”). 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. Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. The Supplier shall provide regular updates to the Authority on: Gainshare gainshare Proposals that have been submitted to Contracting Bodies 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. 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: a business case for the new or different way the Supplier intends to provide the Services; the potential direct and indirect cost savings for the Supplier and the Contracting Body; the potential direct and indirect costs which might be incurred by the Supplier and the Contracting Body; the potential benefit(s) (financial or otherwise) to the Supplier and the Contracting Body; the gainshare ratio. 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. 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. 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"”). 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. Following implementation, the Parties parties shall meet to discuss the implementation as a whole, including a cost and benefit review. The Supplier shall provide regular updates to the Authority on: Gainshare 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.. SCHEDULE 7 SOFTWARE TERMS NOT USED SCHEDULE 8 PENSIONS N/A