Common use of PRIMACY OF CREDIT RATINGS Clause in Contracts

PRIMACY OF CREDIT RATINGS. Without prejudice to the Supplier’s obligations and the Authority’s rights and remedies under paragraph 13, if, following the occurrence of a Financial Distress Event pursuant to Paragraphs 13.1.1 to 13.1.6, the Rating Agencies review and report subsequently that the credit ratings do not drop below the relevant Credit Rating Threshold, then: the Supplier shall be relieved automatically of its obligations under paragraphs 13.3 to 13.6; and the Authority shall not be entitled to require the Supplier to provide financial information in accordance with paragraph 13.3.2(b).  ANNEX 1: RATING AGENCIES [Rating Agency 1] [Rating Agency 2] ANNEX 2: CREDIT RATINGS & CREDIT RATING THRESHOLDS Entity Credit rating (long term) Credit Rating Threshold Supplier [Panel Guarantor/ [and Call Off Guarantor] PANEL AGREEMENT SCHEDULE 17: COMMERCIALLY SENSITIVE INFORMATION INTRODUCTION In this Panel Agreement Schedule 17 (Commercially Sensitive Information) the Parties have sought to identify the Supplier’s Confidential Information that is genuinely commercially sensitive and the disclosure of which would be the subject of an exemption under the FOIA. Where possible, the Parties have sought to identify when any relevant Information will cease to fall into the category of Information to which this Panel Agreement Schedule 17 applies. Without prejudice to the Authority's obligation to disclose Information in accordance with FOIA or Clause 27.4 (Freedom of Information), the Authority will, in its sole discretion, acting reasonably, seek to apply the relevant exemption set out in the FOIA to the following Information: No. Date Item(s) Duration of Confidentiality [REDACTED] [REDACTED] [REDACTED] [REDACTED] PANEL AGREEMENT SCHEDULE 18: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Panel Agreement Schedule 18, the following definitions shall apply:

PRIMACY OF CREDIT RATINGS. Without prejudice to the Supplier’s obligations and the Authority’s rights and remedies under paragraph 13142, if, following the occurrence of a Financial Distress Event pursuant to Paragraphs 13.1.1 142.1.1 to 13.1.6142.1.6, the Rating Agencies review and report subsequently that the credit ratings do not drop below the relevant Credit Rating Threshold, then: the Supplier shall be relieved automatically of its obligations under paragraphs 13.3 to 13.6142.3to 142.6; and the Authority shall not be entitled to require the Supplier to provide financial information in accordance with paragraph 13.3.2(b142.3.2(b).    ANNEX 1: RATING AGENCIES [Rating Agency 1] – Xxx & Xxxxxxxxxx [Rating Agency 2] - Experian ANNEX 2: CREDIT RATINGS & CREDIT RATING THRESHOLDS Entity Credit rating (long term) Credit Rating Threshold Supplier [Panel Guarantor/ to be populated with the Supplier’s D&B and Experian ratings as at the point of award] D&B Risk Indicator 2 – Lower than average risk Experian - Fair Framework Guarantor [to be populated with the Framework Guarantor’s D&B and Call Off GuarantorExperian ratings as at the point of award] PANEL AGREEMENT D&B Risk Indicator 2 – Lower than average risk Experian - Good FRAMEWORK SCHEDULE 17: COMMERCIALLY SENSITIVE INFORMATION INTRODUCTION In this Panel Agreement Framework Schedule 17 (Commercially Sensitive Information) the Parties have sought to identify the Supplier’s 's Confidential Information that is genuinely commercially sensitive and the disclosure of which would be the subject of an exemption under the FOIA. Where possible, the Parties have sought to identify when any relevant Information will cease to fall into the category of Information to which this Panel Agreement Framework Schedule 17 applies. Without prejudice to the Authority's obligation to disclose Information in accordance with FOIA or Clause 27.4 24.4 (Freedom of Information), the Authority will, in its sole discretion, acting reasonably, seek to apply the relevant exemption set out in the FOIA to the following Information: No. Date Item(s) Duration of Confidentiality [REDACTED] [REDACTED] [REDACTED] [REDACTED] PANEL AGREEMENT SCHEDULE 18: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Panel Agreement Schedule 18, the following definitions shall apply:

PRIMACY OF CREDIT RATINGS. Without prejudice to the Supplier’s obligations and the Authority’s rights and remedies under paragraph 13Paragraph 3 above, if, following the occurrence of a Financial Distress Event pursuant to Paragraphs 13.1.1 3.1.2 to 13.1.63.1.6 (inclusive) above, the Rating Agencies review and report subsequently that the credit ratings do not drop below the relevant Credit Rating Threshold, then: the Supplier shall be relieved automatically of its obligations under paragraphs 13.3 Paragraphs 3.3 to 13.63.6 (inclusive) above; and the Authority shall not be entitled to require the Supplier to provide financial information in accordance with paragraph 13.3.2(b)Paragraph 3.3.2.2 above.  ANNEX 1: APPENDIX 1 RATING AGENCIES [AGENCY AND LONG TERM CREDIT RATINGS FOR THE CONTRACTOR Rating Agency 1] [Rating Agency 2] ANNEX 2: CREDIT RATINGS & CREDIT RATING THRESHOLDS Entity Credit rating (long termlatest set by Rating Agency) Date credit rating set by Rating Agency [Please complete] [Please complete] [Please complete] [Please complete] [Please complete] [Please complete] APPENDIX 2 CONTRACTOR’S CREDIT RATING THRESHOLD Rating Agency Credit Rating Threshold Supplier [Panel Guarantor/ Please complete] [and Call Off GuarantorPlease complete] PANEL [Please complete] [Please complete] RESTRICTED – COMMERCIAL CENTRAL GOVERNMENT MEETING VENUES AND EVENTS FRAMEWORK AGREEMENT SCHEDULE 17: COMMERCIALLY SENSITIVE INFORMATION INTRODUCTION In this Panel Agreement Schedule 17 15 INITIAL CONTRACTING BODIES Organisation "Go live" date MoJ 01.08.12 NOMS (Commercially Sensitive InformationMoJ) the Parties have sought to identify the Supplier’s Confidential Information that is genuinely commercially sensitive and the disclosure of which would be the subject of an exemption under the FOIA. Where possible01..08.12 HM Revenue & Customs 01.11.12 Department for Transport 15.08.12 Highways Agency (DfT) 01.11.12 Home Office May-12 Defra(Environment Agency) 01.12.12 Department for Health 01.07.12 Care Quality Commission (DH) 01.06.12 Human Tissue Authority (DH) TBC NHSI Institute for Innovation & Improvement (DH) Various suppliers, the Parties have sought to identify when any relevant Information will cease to fall into the category of Information to which this Panel Agreement Schedule 17 applies. Without prejudice to the Authority's obligation to disclose Information in accordance with FOIA or Clause 27.4 expiry dates vary - TBC Health Protection Agency (Freedom of Information), the Authority will, in its sole discretion, acting reasonably, seek to apply the relevant exemption set out in the FOIA to the following Information: No. Date Item(sDH) Duration of Confidentiality [REDACTED] [REDACTED] [REDACTED] [REDACTED] PANEL AGREEMENT SCHEDULE 18: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Panel Agreement Schedule 18, the following definitions shall apply:01.07.12 National Treatment Agency (DH) TBC NICE (DH) TBC

PRIMACY OF CREDIT RATINGS. Without prejudice to the Supplier’s obligations and the Authority’s rights and remedies under paragraph 13paragraphs 58 and 59 above, if, following the occurrence of a Financial Distress Event pursuant to Paragraphs 13.1.1 paragraphs 58.1.2 to 13.1.658.1.6 (inclusive) above, the Rating Agencies Agency review and report subsequently that the credit ratings do not drop below the relevant Credit Rating Threshold, then: then the Supplier shall be relieved automatically of its obligations under paragraphs 13.3 58.3 to 13.6; and the Authority shall not be entitled to require the Supplier to provide financial information in accordance with paragraph 13.3.2(b)58.8 (inclusive) above.    ANNEX 1: RATING AGENCIES AGENCY AND LONG TERM CREDIT RATINGS [Note to Bidders: Please see section [ ] of the ITT for instructions on how to respond to this Framework Schedule in your response] [Guidance Note: insert the name of the agreed rating agency e.g. Standard & Poor, Xxx and Bradstreet, Fitch, Moodys or similar recognised credit rating agency] [Guidance Note: Suppliers must provide their current credit rating at the time of appointment to the Framework (see section [ ] of the ITT).] SUPPLIER [Rating Agency 1] [Long term credit rating at the Framework Commencement Date] FRAMEWORK GUARANTOR [RATING AGENCY 1] [LONG TERM CREDIT RATING AT THE FRAMEWORK COMMENCEMENT DATE] AnneX 2 CREDIT RATING THRESHOLD [Note to Bidders: Please see section [ ] of the ITT for instructions on how to respond to this Framework Schedule in your response] [Guidance Note: GPS will set the threshold below at contract finalisation point (based on the responses provided by bidders to section [ ] of the ITT] Credit Rating Thresholds SUPPLIER CREDIT RATING THRESHOLD [Rating Agency 21] ANNEX 2: CREDIT RATINGS & [Long Term Credit Rating at Framework Commencement Date] FRAMEWORK GUARANTOR CREDIT RATING THRESHOLDS Entity Credit rating (long term) THRESHOLD [Rating Agency 1] [Long Term Credit Rating Threshold Supplier [Panel Guarantor/ [and Call Off Guarantorat Framework Commencement Date] PANEL AGREEMENT FRAMEWORK SCHEDULE 1716: COMMERCIALLY SENSITIVE INFORMATION INTRODUCTION In this Panel Agreement TENDER GENERAL This Framework Schedule 17 (Commercially Sensitive Information) the Parties have sought to identify sets out a copy of the Supplier’s Confidential Information that is genuinely commercially sensitive Tender including the Supplier’s responses to the whole Award Questionnaire in the ITT. Subject to Clauses 1.3 and 1.4, in addition to any other obligations on the disclosure of which would be the subject of an exemption Supplier under the FOIA. Where possibleFramework Agreement and any Call Off Agreement, the Parties have sought Supplier shall provide the Services to identify when any relevant Information will cease to fall into the category of Information to which this Panel Agreement Schedule 17 applies. Without prejudice to the Authority's obligation to disclose Information Contracting Bodies in accordance with FOIA or Clause 27.4 (Freedom of Information), the Authority will, in its sole discretion, acting reasonably, seek to apply the relevant exemption set out in the FOIA to the following Information: No. Date Item(s) Duration of Confidentiality [REDACTED] [REDACTED] [REDACTED] [REDACTED] PANEL AGREEMENT SCHEDULE 18: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Panel Agreement Schedule 18, the following definitions shall apply:Tender.

PRIMACY OF CREDIT RATINGS. Without prejudice to the Supplier’s obligations and the Authority’s rights and remedies under paragraph 13132, if, following the occurrence of a Financial Distress Event pursuant to Paragraphs 13.1.1 132.1.1 to 13.1.6132.1.6, the Rating Agencies review and report subsequently that the credit ratings do not drop below the relevant Credit Rating Threshold, then: the Supplier shall be relieved automatically of its obligations under paragraphs 13.3 to 13.6132.3to 132.6; and the Authority shall not be entitled to require the Supplier to provide financial information in accordance with paragraph 13.3.2(b132.3.2(b).    ANNEX 1: RATING AGENCIES [Rating Agency 1] – Xxx & Xxxxxxxxxx [Rating Agency 2] - Experian ANNEX 2: CREDIT RATINGS & CREDIT RATING THRESHOLDS Entity Credit rating (long term) Credit Rating Threshold Supplier [Panel Guarantor/ to be populated with the Supplier’s D&B and Experian ratings as at the point of award] D&B Risk Indicator 2 – Lower than average risk Experian – Fair Framework Guarantor [to be populated with the Framework Guarantor’s D&B and Call Off GuarantorExperian ratings as at the point of award] PANEL AGREEMENT D&B Risk Indicator 2 – Lower than average risk Experian – Good FRAMEWORK SCHEDULE 17: COMMERCIALLY SENSITIVE INFORMATION INTRODUCTION In this Panel Agreement Framework Schedule 17 (Commercially Sensitive Information) the Parties have sought to identify the Supplier’s 's Confidential Information that is genuinely commercially sensitive and the disclosure of which would be the subject of an exemption under the FOIA. Where possible, the Parties have sought to identify when any relevant Information will cease to fall into the category of Information to which this Panel Agreement Framework Schedule 17 applies. Without prejudice to the Authority's obligation to disclose Information in accordance with FOIA or Clause 27.4 24.4 (Freedom of Information), the Authority will, in its sole discretion, acting reasonably, seek to apply the relevant exemption set out in the FOIA to the following Information: No. Date Item(s) Duration of Confidentiality [REDACTED] [REDACTED] [REDACTED] [REDACTED] PANEL AGREEMENT SCHEDULE 18: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Panel Agreement Schedule 18, the following definitions shall apply:

PRIMACY OF CREDIT RATINGS. Without prejudice to the Supplier’s obligations and the Authority’s rights and remedies under paragraph 13paragraphs 47 and 48 above, if, following the occurrence of a Financial Distress Event pursuant to Paragraphs 13.1.1 paragraphs 47.1.2 to 13.1.647.1.6 (inclusive) above, the Rating Agencies Agency review and report subsequently that the credit ratings do not drop below the relevant Credit Rating Threshold, then: then the Supplier shall be relieved automatically of its obligations under paragraphs 13.3 47.3 to 13.6; and the Authority shall not be entitled to require the Supplier to provide financial information in accordance with paragraph 13.3.2(b)47.8 (inclusive) above.    ANNEX 1: RATING AGENCIES AGENCY AND LONG TERM CREDIT RATINGS [Note to Bidders: Please see section [ ] of the ITT for instructions on how to respond to this Framework Schedule in your response] [Guidance Note: insert the name of the agreed rating agency e.g. Standard & Poor, Dun and Bradstreet, Fitch, Xxxxx’x or similar recognised credit rating agency] [Guidance Note: Suppliers must provide their current credit rating at the time of appointment to the Framework (see section [ ] of the ITT).] SUPPLIER [Rating Agency 1] [Long term credit rating at the Framework Commencement Date] FRAMEWORK GUARANTOR [RATING AGENCY 1] [LONG TERM CREDIT RATING AT THE FRAMEWORK COMMENCEMENT DATE] ANNEX 2 CREDIT RATING THRESHOLD [Note to Bidders: Please see section [ ] of the ITT for instructions on how to respond to this Framework Schedule in your response] [Guidance Note: GPS will set the threshold below at contract finalisation point (based on the responses provided by bidders to section [ ] of the ITT] Credit Rating Thresholds SUPPLIER CREDIT RATING THRESHOLD [Rating Agency 21] ANNEX 2: CREDIT RATINGS & [Long Term Credit Rating at Framework Commencement Date] FRAMEWORK GUARANTOR CREDIT RATING THRESHOLDS Entity Credit rating (long term) THRESHOLD [Rating Agency 1] [Long Term Credit Rating Threshold Supplier [Panel Guarantor/ [and Call Off Guarantorat Framework Commencement Date] PANEL AGREEMENT FRAMEWORK SCHEDULE 1716: COMMERCIALLY SENSITIVE INFORMATION INTRODUCTION In this Panel Agreement TENDER GENERAL This Framework Schedule 17 (Commercially Sensitive Information) the Parties have sought to identify 16 sets out a copy of the Supplier’s Confidential Information that is genuinely commercially sensitive and Tender including the disclosure of which would be the subject of an exemption under the FOIA. Where possible, the Parties have sought to identify when any relevant Information will cease to fall into the category of Information to which this Panel Agreement Schedule 17 applies. Without prejudice Supplier’s responses to the Authority's obligation to disclose Information whole Award Questionnaire in accordance with FOIA or Clause 27.4 (Freedom section AQA1 of Information)the Award Questionnaire to the ITT. Subject to Clauses and , in addition to any other obligations on the Supplier under the Framework Agreement and any Call Off Contract, the Authority will, Supplier shall provide the Services to Contracting Bodies in its sole discretion, acting reasonably, seek to apply accordance with the relevant exemption set out in the FOIA to the following Information: No. Date Item(s) Duration of Confidentiality [REDACTED] [REDACTED] [REDACTED] [REDACTED] PANEL AGREEMENT SCHEDULE 18: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Panel Agreement Schedule 18, the following definitions shall apply:Tender.

PRIMACY OF CREDIT RATINGS. Without prejudice to the Supplier’s obligations and the Authority’s rights and remedies under paragraph 13131, if, following the occurrence of a Financial Distress Event pursuant to Paragraphs 13.1.1 131.1.1 to 13.1.6131.1.6, the Rating Agencies review and report subsequently that the credit ratings do not drop below the relevant Credit Rating Threshold, then: the Supplier shall be relieved automatically of its obligations under paragraphs 13.3 131.3 to 13.6131.6; and the Authority shall not be entitled to require the Supplier to provide financial information in accordance with paragraph 13.3.2(b131.3.2(b).  ANNEX 1: RATING AGENCIES [Rating Agency 1] [Rating Agency 2] - Xxxx and Bradstreet ANNEX 2: CREDIT RATINGS & CREDIT RATING THRESHOLDS Entity Credit rating (long term) Credit Rating Threshold Supplier 51 51 [Panel Framework Guarantor/ [and Call Off Guarantor] PANEL AGREEMENT 51 51 FRAMEWORK SCHEDULE 17: COMMERCIALLY SENSITIVE INFORMATION INTRODUCTION In this Panel Agreement Framework Schedule 17 (Commercially Sensitive Information) the Parties have sought to identify the Supplier’s 's Confidential Information that is genuinely commercially sensitive and the disclosure of which would be the subject of an exemption under the FOIA. Where possible, the Parties have sought to identify when any relevant Information will cease to fall into the category of Information to which this Panel Agreement Framework Schedule 17 applies. Without prejudice to the Authority's obligation to disclose Information in accordance with FOIA or Clause 27.4 27.3 (Transparency and Freedom of Information), the Authority will, in its sole discretion, acting reasonably, seek to apply the relevant exemption set out in the FOIA to the following Information: No. Date Item(s) Duration of Confidentiality [REDACTED] [REDACTED] [REDACTED] [REDACTED] PANEL AGREEMENT SCHEDULE 18: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Panel Agreement Schedule 18, the following definitions shall apply:

PRIMACY OF CREDIT RATINGS. Without prejudice to the Supplier’s obligations and the Authority’s rights and remedies under paragraph 13136, if, following the occurrence of a Financial Distress Event pursuant to Paragraphs 13.1.1 136.1.1 to 13.1.6136.1.6, the Rating Agencies review and report subsequently that the credit ratings do not drop below the relevant Credit Rating Threshold, then: the Supplier shall be relieved automatically of its obligations under paragraphs 13.3 136.3 to 13.6136.6; and the Authority shall not be entitled to require the Supplier to provide financial information in accordance with paragraph 13.3.2(b136.3.2(b).    ANNEX 1: RATING AGENCIES [Rating Agency 1] [Rating Agency 2] ANNEX 2: CREDIT RATINGS & CREDIT RATING THRESHOLDS Entity Credit rating (long term) Credit Rating Threshold Supplier [Panel Guarantor/ [and Call Off Guarantor] PANEL AGREEMENT Guarantor FRAMEWORK SCHEDULE 17: COMMERCIALLY SENSITIVE INFORMATION INTRODUCTION In this Panel Agreement Framework Schedule 17 (Commercially Sensitive Information) the Parties have sought to identify the Supplier’s 's Confidential Information that is genuinely commercially sensitive and the disclosure of which would be the subject of an exemption under the FOIA. Where possible, the Parties have sought to identify when any relevant Information will cease to fall into the category of Information to which this Panel Agreement Framework Schedule 17 applies. Without prejudice to the Authority's obligation to disclose Information in accordance with FOIA or Clause 27.4 26.4 (Freedom of Information), the Authority will, in its sole discretion, acting reasonably, seek to apply the relevant exemption set out in the FOIA to the following Information: No. Date Item(s) Duration of Confidentiality [REDACTED] [REDACTED] [REDACTED] [REDACTED] PANEL AGREEMENT SCHEDULE 18: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Panel Agreement Schedule 18, the following definitions shall apply:

PRIMACY OF CREDIT RATINGS. Without prejudice to the Supplier’s obligations and the Authority’s rights and remedies under paragraph 13paragraphs 58. and 59. above, if, following the occurrence of a Financial Distress Event pursuant to Paragraphs 13.1.1 paragraphs 58.1.2 to 13.1.658.1.6 (inclusive) above, the Rating Agencies Agency review and report subsequently that the credit ratings do not drop below the relevant Credit Rating Threshold, then: then the Supplier shall be relieved automatically of its obligations under paragraphs 13.3 58.3 to 13.6; and the Authority shall not be entitled to require the Supplier to provide financial information in accordance with paragraph 13.3.2(b)58.8 (inclusive) above.    ANNEX 1: RATING AGENCIES AGENCY AND LONG TERM CREDIT RATINGS [Note to Bidders: Please see section [ ] of the ITT for instructions on how to respond to this Framework Schedule in your response] [Guidance Note: insert the name of the agreed rating agency e.g. Standard & Poor, Xxx and Bradstreet, Fitch, Moodys or similar recognised credit rating agency] [Guidance Note: Suppliers must provide their current credit rating at the time of appointment to the Framework (see section [ ] of the ITT).] SUPPLIER [Rating Agency 1] [Long term credit rating at the Framework Commencement Date] FRAMEWORK GUARANTOR [RATING AGENCY 1] [LONG TERM CREDIT RATING AT THE FRAMEWORK COMMENCEMENT DATE] AnneX 2 CREDIT RATING THRESHOLD [Note to Bidders: Please see section [ ] of the ITT for instructions on how to respond to this Framework Schedule in your response] [Guidance Note: GPS will set the threshold below at contract finalisation point (based on the responses provided by bidders to section [ ] of the ITT] Credit Rating Thresholds SUPPLIER CREDIT RATING THRESHOLD [Rating Agency 21] ANNEX 2: CREDIT RATINGS & [Long Term Credit Rating at Framework Commencement Date] FRAMEWORK GUARANTOR CREDIT RATING THRESHOLDS Entity Credit rating (long term) THRESHOLD [Rating Agency 1] [Long Term Credit Rating Threshold Supplier [Panel Guarantor/ [and Call Off Guarantorat Framework Commencement Date] PANEL AGREEMENT FRAMEWORK SCHEDULE 1716: COMMERCIALLY SENSITIVE INFORMATION INTRODUCTION In this Panel Agreement TENDER GENERAL This Framework Schedule 17 (Commercially Sensitive Information) the Parties have sought to identify sets out a copy of the Supplier’s Confidential Information that is genuinely commercially sensitive Tender including the Supplier’s responses to the whole Award Questionnaire in the ITT. Subject to Clauses 1.3. and 1.4., in addition to any other obligations on the disclosure of which would be the subject of an exemption Supplier under the FOIA. Where possibleFramework Agreement and any Call Off Agreement, the Parties have sought Supplier shall provide the Services to identify when any relevant Information will cease to fall into the category of Information to which this Panel Agreement Schedule 17 applies. Without prejudice to the Authority's obligation to disclose Information Contracting Bodies in accordance with FOIA or Clause 27.4 (Freedom of Information), the Authority will, in its sole discretion, acting reasonably, seek to apply the relevant exemption set out in the FOIA to the following Information: No. Date Item(s) Duration of Confidentiality [REDACTED] [REDACTED] [REDACTED] [REDACTED] PANEL AGREEMENT SCHEDULE 18: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Panel Agreement Schedule 18, the following definitions shall apply:Tender.