Common use of Recovery upon Termination Clause in Contracts

Recovery upon Termination. H6.1 On the termination of the Contract for any reason, the Contractor shall: (a) immediately return to the Client all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Intellectual Property Rights in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services; (b) immediately deliver to the Client all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client to ensure an orderly transition of the provision of the Services to the Replacement Contractor and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client or the Replacement Contractor to conduct due diligence. H6.2 If the Contractor fails to comply with clause H6.1 (a) and (b), the Client may recover possession thereof and the Contractor grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) and (d) free of charge. Otherwise, the Client shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 41.1 On the termination of the Contract for any reason, the Contractor shall: (a) 41.1.1 immediately return to the Client Authority all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Materials subject to Intellectual Property Rights in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Goods or Services; (b) 41.1.2 immediately deliver to the Client Authority all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11for the purposes of the Contract. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) 41.1.3 assist and co-operate with the Client Authority to ensure an orderly transition of the provision of the Goods or Services to the Replacement Contractor and/or the completion of any work in progress.; (d) 41.1.4 promptly provide all information concerning the provision of the Goods or Services which may reasonably be requested by the Client Authority for the purposes of adequately understanding the manner in which the Goods or Services have been provided or for the purpose of allowing the Client Authority or the Replacement Contractor to conduct due diligence. H6.2 41.2 If the Contractor fails to comply with clause H6.1 (a) clauses 41.1.1 and (b)41.1.2, the Client Authority may recover possession thereof and the Contractor grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 41.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) clauses 41.1.3 and (d) 41.1.4 free of charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 41.1 On the termination of the Contract for any reason, the Contractor shall: (a) 41.1.1 immediately return to the Client Authority all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Materials subject to Intellectual Property Rights in its possession or in the possession or under the control of any permitted suppliers or sub-sub- contractors, which was obtained or produced in the course of providing the Goods or Services; (b) 41.1.2 immediately deliver to the Client Authority all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11for the purposes of the Contract. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) 41.1.3 assist and co-operate with the Client Authority to ensure an orderly transition of the provision of the Goods or Services to the Replacement Contractor and/or the completion of any work in progress.; (d) 41.1.4 promptly provide all information concerning the provision of the Goods or Services which may reasonably be requested by the Client Authority for the purposes of adequately understanding the manner in which the Goods or Services have been provided or for the purpose of allowing the Client Authority or the Replacement Contractor to conduct due diligence. H6.2 41.2 If the Contractor fails to comply with clause H6.1 (a) clauses 41.1.1 and (b)41.1.2, the Client Authority may recover possession thereof and the Contractor grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 41.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) clauses 41.1.3 and (d) 41.1.4 free of charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 41.1. On the termination of the Contract for any reason, the Contractor shall: (a) 41.1.1. immediately return to the Client Authority all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Materials subject to Intellectual Property Rights in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Goods or Services; (b) 41.1.2. immediately deliver to the Client Authority all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11for the purposes of the Contract. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) 41.1.3. assist and co-operate with the Client Authority to ensure an orderly transition of the provision of the Goods or Services to the Replacement Contractor and/or the completion of any work in progress.; (d) 41.1.4. promptly provide all information concerning the provision of the Goods or Services which may reasonably be requested by the Client Authority for the purposes of adequately understanding the manner in which the Goods or Services have been provided or for the purpose of allowing the Client Authority or the Replacement Contractor to conduct due diligence. H6.2 41.2. If the Contractor fails to comply with clause H6.1 (a) clauses 41.1.1 and (b)41.1.2, the Client Authority may recover possession thereof and the Contractor grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 41.3. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) clauses 41.1.3 and (d) 41.1.4 free of charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 41.1 On the termination of the Contract for any reason, the Contractor shall: (a) 41.1.1 immediately return to the Client Authority all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Intellectual Property Rights IP Materials in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Goods or Services; (b) 41.1.2 immediately deliver to the Client Authority all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11for the purposes of the Contract. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) 41.1.3 assist and co-operate with the Client Authority to ensure an orderly transition of the provision of the Goods or Services to the Replacement Contractor and/or the completion of any work in progress.; (d) 41.1.4 promptly provide all information concerning the provision of the Goods or Services which may reasonably be requested by the Client Authority for the purposes of adequately understanding the manner in which the Goods or Services have been provided or for the purpose of allowing the Client Authority or the Replacement Contractor to conduct due diligence. H6.2 41.2 If the Contractor fails to comply with clause H6.1 (a) clauses 41.1.1 and (b)41.1.2, the Client Authority may recover possession thereof and the Contractor grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 41.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) clauses 41.1.3 and (d) 41.1.4 free of charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 41.1. On the termination of the Contract for any reason, the Contractor shall: (a) 41.1.1. immediately return to the Client Authority all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Materials subject to Intellectual Property Rights in its possession or in the possession or under the control of any permitted suppliers Contractors or sub-contractors, which was obtained or produced in the course of providing the Goods or Services; (b) 41.1.2. immediately deliver to the Client Authority all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11for the purposes of the Contract. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) 41.1.3. assist and co-operate with the Client Authority to ensure an orderly transition of the provision of the Goods or Services to the Replacement Contractor and/or the completion of any work in progress.; (d) 41.1.4. promptly provide all information concerning the provision of the Goods or Services which may reasonably be requested by the Client Authority for the purposes of adequately understanding the manner in which the Goods or Services have been provided or for the purpose of allowing the Client Authority or the Replacement Contractor to conduct due diligence. H6.2 41.2. If the Contractor fails to comply with clause H6.1 (a) clauses 41.1.1 and (b)41.1.2, the Client Authority may recover possession thereof and the Contractor grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers Contractors or sub-contractors where any such items may be held. H6.3 41.3. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) clauses 41.1.3 and (d) 41.1.4 free of charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 On the termination of the Contract for any reason, the Contractor shall: (a) immediately return to the Client all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Intellectual Property Rights in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services; (b) immediately deliver to the Client all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client to ensure an orderly transition of the provision of the Services to the Replacement Contractor and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client or the Replacement Contractor to conduct due diligence. H6.2 If the Contractor fails to comply with clause H6.1 (a) and (b), the Client may recover possession thereof and the Contractor grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) and (d) free of charge. Otherwise, the Client shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.and

Recovery upon Termination. H6.1 On the termination of the this Contract for any reason, the Contractor Supplier shall: (a) : immediately return to the Client ConstructionSkills all Confidential Information, Personal Data and materials in which are vested any ClientCustomer’s Pre-Existing IPR’s and the Project Specific Intellectual Property Rights IPR’s in its possession or in the possession or under the control of any permitted suppliers or sub-contractorsSuppliers, which was obtained or produced in the course of providing the Services; (b) ; immediately deliver to the Client ConstructionSkills all Property equipment and property (including materials, documents, information and access keys) provided to the Contractor under clause B11. Supplier.. Such equipment and property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) ; assist and co-operate with the Client ConstructionSkills to ensure an orderly transition of the provision of the Services to the Replacement Contractor Supplier and/or the completion of any work in progress. (d) ; promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client ConstructionSkills for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client ConstructionSkills or the Replacement Contractor Supplier to conduct due diligence. H6.2 . If the Contractor Supplier fails to comply with clause H6.1 (a) and (b)either Clauses 8.7.1.1 and/or 8.7.1.2, the Client ConstructionSkills may recover possession thereof and the Contractor Supplier grants a licence to the Client ConstructionSkills or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor Supplier or its permitted suppliers or sub-contractors where any such items may be held. H6.3 . Where the end of the this Contract Period arises is terminated due to the ContractorSupplier’s Default, the Contractor Supplier shall provide all assistance under clause H6(c) Clauses 8.7.1.3 and (d) 8.7.1.4 free of charge. Otherwise, the Client ConstructionSkills shall pay the ContractorSupplier’s reasonable costs of providing the assistance and the Contractor Supplier shall take all reasonable steps to mitigate such costs. At the end of the Contract Period (howsoever arising) the licence granted pursuant to Clause 2.8 shall automatically terminate without the need to serve notice.

Recovery upon Termination. H6.1 41.1 On the termination of the Contract for any reason, the Contractor shall: (a) 41.1.1 immediately return to the Client Authority all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Materials subject to Intellectual Property Rights in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Goods or Services; (b) immediately 41.1.2 Immediately deliver to the Client Authority all Property (including materials, documents, and information and access keys) provided to the Contractor under clause B11for the purposes of the Contract. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist 41.1.3 Assist and co-operate with the Client Authority to ensure an orderly transition of the provision of the Goods or Services to the Replacement Contractor and/or the completion of any work in progress.; (d) 41.1.4 promptly provide all information concerning the provision of the Goods or Services which may reasonably be requested by the Client Authority for the purposes of adequately understanding the manner in which the Goods or Services have been provided or for the purpose of allowing the Client Authority or the Replacement Contractor to conduct due diligence. H6.2 41.2 If the Contractor fails to comply with clause H6.1 (a) clauses 41.1.1 and (b)41.1.2, the Client Authority may recover possession thereof and the Contractor grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 41.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) clauses 41.1.3 and (d) 41.1.4 free of charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 On the termination of the Contract for any reason, the Contractor shall: (a) immediately return to the Client all Confidential Information, Personal Data and the materials in which are vested any Client’s the Client has Project Specific Intellectual Property Rights Rights, in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services; (b) immediately deliver to the Client all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client to ensure an orderly transition of the provision of the Services to the Replacement Contractor and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client or the Replacement Contractor to conduct due diligence. H6.2 If the Contractor fails to comply with clause H6.1 (a) and (b), the Client may recover possession thereof and the Contractor grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) and (d) free of charge. Otherwise, the Client shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 On the termination of the Contract for any reason, the Contractor shall: (a) immediately Immediately return to the Client (where applicable) all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Intellectual Property Rights IP Materials in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was were obtained or produced in the course of providing the Services; (b) immediately Immediately deliver to the Client all Property (where applicable) (including materials, documents, information and access keys) provided to the Contractor under clause B11. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client to ensure an orderly transition of the provision of the Services to the Replacement Contractor and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client or the Replacement Contractor to conduct due diligence. H6.2 If the Contractor fails to comply with clause H6.1 (a) and (b), the Client may recover possession thereof and the Contractor grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) and (d) free of charge. Otherwise, the Client shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 On the termination of the Contract for any reason, the Contractor shall: (a) immediately return to the Client all Confidential Information, Personal Data and materials in which are vested any Client’s Client‟s Project Specific Intellectual Property Rights in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services; (b) immediately deliver to the Client all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client to ensure an orderly transition of the provision of the Services to the Replacement Contractor and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client or the Replacement Contractor to conduct due diligence. H6.2 If the Contractor fails to comply with clause H6.1 (a) and (b), the Client may recover possession thereof and the Contractor grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 Where the end of the Contract Period arises due to the Contractor’s Contractor‟s Default, the Contractor shall provide all assistance under clause H6(c) and (d) free of charge. Otherwise, the Client shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.and

Recovery upon Termination. H6.1 D7.1 On the termination of the Contract for any reason, the Contractor Provider shall: (a) immediately return to the Client Council all Confidential InformationInformation and any IPRs belonging to the Council, Personal Data and materials in which are vested any Client’s Project Specific Intellectual Property Rights in its possession or in the possession or under the control of any permitted suppliers or subSub-contractorsContractors, which was obtained or produced in the course of providing the Services; (b) immediately deliver to the Client Council all Property property (including materials, documents, information and access keys) that may have been provided to the Contractor under clause B11Provider by the Council. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client Council to ensure an orderly transition of the provision of the Services to the Replacement Contractor Provider and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client Council for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client Council or the Replacement Contractor Provider to conduct due diligence. H6.2 D7.2 If the Contractor Provider fails to comply with clause H6.1 Clause D7.1 (a) and (b), the Client Council may recover possession thereof and the Contractor Provider grants a licence to the Client Council or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor Provider or its permitted suppliers or subSub-contractors Contractors where any such items may be held. H6.3 D7.3 Where the end of the Contract Period arises due to the ContractorProvider’s Default, the Contractor Provider shall provide all assistance under clause H6(cClause D7.1 (c) and (d) free of charge. Otherwise, the Client Council shall pay the ContractorProvider’s reasonable costs of providing the assistance and the Contractor Provider shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 On the termination of the Contract for any reason, the Contractor shall: (a) immediately return to the Client Authority all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Intellectual Property Rights IP Materials in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Goods and the Services; (b) immediately deliver to the Client Authority all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client Authority to ensure an orderly transition of the provision of the Goods and the Services to the Replacement Contractor and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Goods and the Services which may reasonably be requested by the Client Authority for the purposes of adequately understanding the manner in which the Goods ans Services have been provided or for the purpose of allowing the Client Authority or the Replacement Contractor to conduct due diligence. H6.2 If the Contractor fails to comply with clause H6.1 (a) and (b), the Client Authority may recover possession thereof and the Contractor grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) and (d) free of charge. Otherwise, the Client Authority shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 8.7.1 On the termination of the Contract for any reason, the Contractor shall: (a) immediately return to the Client Customer all Confidential Information, Personal Data and materials in which are vested any ClientCustomer’s Pre-Existing IPR’s and the Project Specific Intellectual Property Rights IPR’s in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services; (b) immediately deliver to the Client Customer all Property (including materials, documents, information and access keys) provided to the Contractor under clause B112.2. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client Customer to ensure an orderly transition of the provision of the Services to the Replacement Contractor and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client Customer for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client Customer or the Replacement Contractor to conduct due diligence. H6.2 8.7.2 If the Contractor fails to comply with clause H6.1 8.7.1 (a) and (b), the Client may recover possession thereof and the Contractor grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 8.7.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c8.7.1 (c) and (d) free of charge. Otherwise, the Client Customer shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 9.7.1 On the termination of the Contract for any reason, the Contractor shall: (a) immediately return to the Client Customer all Confidential InformationInformation and any IPRs belonging to the Customer, Personal Data and materials in which are vested any Client’s Project Specific Intellectual Property Rights in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services; (b) immediately deliver to the Client Customer all Property property (including materials, documents, information and access keys) that may have been provided to the Contractor under clause B11by the Customer. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client Customer to ensure an orderly transition of the provision of the Services to the Replacement Contractor and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client Customer for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client Customer or the Replacement Contractor to conduct due diligence. H6.2 9.7.2 If the Contractor fails to comply with clause H6.1 9.7.1 (a) and (b), the Client may recover possession thereof and the Contractor grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 9.7.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c9.7.1 (c) and (d) free of charge. Otherwise, the Client Customer shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.

Recovery upon Termination. H6.1 On the termination of the Contract for any reason, the Contractor shallshall at its cost: (a) immediately return to the Client Authority all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Intellectual Property Rights IP Materials in its possession or in the possession or under the control of any permitted suppliers or subSub-contractorsContractors, which was obtained or produced in the course of providing the ServicesGoods; (b) immediately deliver to the Client Authority all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11Contractor. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client Authority to ensure an orderly transition of the provision of the Services Goods to the Replacement Contractor and/or the completion of any work in progress.; and (d) promptly provide all information concerning the provision of the Services Goods which may reasonably be requested by the Client Authority for the purposes of adequately understanding the manner in which the Services Goods have been provided or and/or for the purpose of allowing the Client or Authority and/or the Replacement Contractor to conduct due diligence. H6.2 If the Contractor fails to comply with clause H6.1 (aH6.1(a) and (b), the Client Authority may recover possession thereof and the Contractor grants a licence to the Client Authority or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or subSub-contractors Contractors where any such items may be held. H6.3 Where H7.1 Within twenty-one (21) days of being so requested by the end of the Contract Period arises due to the Contractor’s DefaultAuthority, the Contractor shall provide, and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue tender documents for the future provision of the Goods. H7.2 The Authority shall take all necessary precautions to ensure that the information referred to in H7.1 is given only to potential providers who have qualified to tender for the future provision of the Goods. H7.3 The Authority shall require that all potential providers treat the information in confidence; that they do not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose. H7.4 The Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information which the Contractor is required to provide all assistance under clause H6(cH7.1. H7.5 The Contractor shall allow access to the Premises, in the presence of the Authorised Authority Representative, to any person representing any potential provider whom the Authority has selected to tender for the future provision of the Goods. H7.6 For the purpose of access to the Premises in accordance with clause H7.5, where the Premises is on the Contractor’s premises, the Authority shall give the Contractor seven (7) days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance shall be subject to compliance with the Contractor’s security procedures, subject to such compliance not being in conflict with the objectives of the visit. H7.7 The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Contract. This co-operation, during the period of the new Contractor setting up operations, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements. H7.8 Within ten (d10) Working Days of being so requested by the Authority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing held on software and utilised in the provision of the Goods. OtherwiseThe transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical to that used by the Client shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costsAuthority.

Recovery upon Termination. H6.1 8.7.1 On the termination of the Contract for any reason, the Contractor Provider shall: (a) immediately return to the Client Council all Confidential Information, Personal Data and materials in which are vested any ClientCouncil’s Pre-Existing IPR’s and the Project Specific Intellectual Property Rights IPR’s in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services; (b) immediately deliver to the Client Council all Property (including materials, documents, information and access keys) provided to the Contractor Provider under clause B112.2. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client Council to ensure an orderly transition of the provision of the Services to the Replacement Contractor Provider and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client Council for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client Council or the Replacement Contractor Provider to conduct due diligence. H6.2 8.7.2 If the Contractor Provider fails to comply with clause H6.1 8.7.1 (a) and (b), the Client may recover possession thereof and the Contractor Provider grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor Provider or its permitted suppliers or sub-contractors where any such items may be held. H6.3 8.7.3 Where the end of the Contract Period arises due to the ContractorProvider’s Default, the Contractor Provider shall provide all assistance under clause H6(c8.7.1 (c) and (d) free of charge. Otherwise, the Client Council shall pay the ContractorProvider’s reasonable costs of providing the assistance and the Contractor Provider shall take all reasonable steps to mitigate such costs. 8.7.4 At the end of the Contract Period (howsoever arising) the licence granted pursuant to Clause 5.7.7 shall automatically terminate without the need to serve notice.

Recovery upon Termination. H6.1 On the termination of the Contract for any reason, the Contractor shall: (a) immediately return to the Client all Confidential Information, Personal Data and materials in which are vested any Client’s Project Specific Intellectual Property Rights Rights, in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services; (b) immediately deliver to the Client all Property (including materials, documents, information and access keys) provided to the Contractor under clause B11. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with the Client to ensure an orderly transition of the provision of the Services to the Replacement Contractor and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Client for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Client or the Replacement Contractor to conduct due diligence. H6.2 If the Contractor fails to comply with clause H6.1 (a) and (b), the Client may recover possession thereof and the Contractor grants a licence to the Client or its appointed agents to enter (for the purposes of such recovery) any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held. H6.3 Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide all assistance under clause H6(c) and (d) free of charge. Otherwise, the Client shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor shall take all reasonable steps to mitigate such costs.