Common use of Service Improvements Clause in Contracts

Service Improvements. 9.1 The Supplier shall continuously consider and identify opportunities to improve the Services including by: 9.1.1 identifying cost savings which can be generated through investment or changes to the Services, how the Supplier shall reinvest those savings in the provision of the Services and improvements in the provision of the Services; 9.1.2 considering the emergence of new and evolving relevant technologies which could improve the Services, and those technological advances potentially available to the Supplier and the Authority which the Parties may wish to adopt; 9.1.3 considering new or potential improvements to the Services including the quality, responsiveness, procedures, benchmarking methods, likely performance mechanisms and customer support services in relation to the Services; 9.1.4 considering new or potential improvements to the interfaces or integration of the Services with other services provided by third parties which might result in efficiency or productivity gains or in reduction of operational risk; and 9.1.5 changes in business processes and ways of working that would enable the Services to be delivered at lower cost and/or with greater benefits to the Authority. 9.2 Where the Supplier identifies an opportunity to improve the Services pursuant to Clause 9.1, or the Authority identifies an opportunity to improve the Services (which it may do so in its discretion) the relevant Party shall provide a written summary to the other providing (in the case of improvements identified by the Supplier) sufficient information for the Authority to decide whether any improvement should be implemented (and such further information which the Authority may request) and, if the Authority confirms, in principle, that it wishes to proceed to implement the opportunity it shall be processed in accordance with the Change Control Procedure. 9.3 Any improvement of the kind referred to in Clause 9.1 which is incorporated in or used in relation to the Services during the Contract Period shall: 9.3.1 if, and to the extent that, it comprises an improvement to Intellectual Property Rights belonging to a Commissioning Body, the Intellectual Property Rights in such improvement shall vest absolutely in that Commissioning Body and shall be licensed to the Supplier as a Commissioning Body Material as set out in Clause 31; 9.3.2 if, and to the extent that, it comprises an improvement to Intellectual Property Rights belonging to the Supplier, the Intellectual Property Rights in such improvement shall vest absolutely in the Supplier and shall be licensed to the Commissioning Bodies as a Supplier Asset as set out in Clause 30; or 9.3.3 if, and to the extent that, it comprises an improvement to neither the Intellectual Property Rights of a Commissioning Body or Supplier, the Intellectual Property Rights in such an improvement shall vest absolutely in the Party which proposed the improvement and shall be licensed to the other (together with the Commissioning Bodies) in accordance with Clause 30 or Clause 31 (as appropriate). 9.4 The Parties hereby assign (including by way of present assignment of future rights), and the Authority shall use its reasonable endeavours to procure the relevant Commissioning Body assigns, to each other the Intellectual Property Rights in improvements in accordance with Clause 9.3 and agree to execute such documents and do such acts as may be reasonably required in order to vest the Intellectual Property Rights in accordance with Clause 9.3 and give effect to that Clause.

Service Improvements. 9.1 The Supplier shall continuously consider and identify opportunities to improve the Services including by: 9.1.1 identifying cost savings which can be generated through investment or changes to the Services, how the Supplier shall reinvest those savings in the provision of the Services and improvements in the provision of the Services; 9.1.2 considering the emergence of new and evolving relevant technologies which could improve the Services, and those technological advances potentially available to the Supplier and the Authority which the Parties may wish to adopt; 9.1.3 considering new or potential improvements to the Services including the quality, responsiveness, procedures, benchmarking methods, likely performance mechanisms and customer support services in relation to the Services; 9.1.4 considering new or potential improvements to the interfaces or integration of the Services with other services provided by third parties which might result in efficiency or productivity gains or in reduction of operational risk; and 9.1.5 changes in business processes and ways of working that would enable the Services to be delivered at lower cost and/or with greater benefits to the Authority. 9.2 Where the Supplier identifies an opportunity to improve the Services pursuant to Clause 9.1, or the Authority identifies an opportunity to improve the Services (which it may do so in its discretion) the relevant Party shall provide a written summary to the other providing (in the case of improvements identified by the Supplier) sufficient information for the Authority to decide whether any improvement should be implemented (and such further information which the Authority may request) and, if the Authority confirms, in principle, that it wishes to proceed to implement the opportunity it shall be processed in accordance with the Change Control Procedure. 9.3 Any improvement of the kind referred to in Clause 9.1 which is incorporated in or used in relation to the Services during the Contract Period shall: 9.3.1 if, and to the extent that, it comprises an improvement to Intellectual Property Rights belonging to a Commissioning Body, the Intellectual Property Rights in such improvement shall vest absolutely in that Commissioning Body and shall be licensed to the Supplier as a Commissioning Body Material as set out in Clause 31; 9.3.2 if, and to the extent that, it comprises an improvement to Intellectual Property Rights belonging to the Supplier, the Intellectual Property Rights in such improvement shall vest absolutely in the Supplier and shall be licensed to the Commissioning Bodies as a Supplier Asset as set out in Clause 30; or 9.3.3 if, and to the extent that, it comprises an improvement to neither the Intellectual Property Rights of a Commissioning Body or the Supplier, the Intellectual Property Rights in such an improvement shall vest absolutely in the Party which proposed the improvement and shall be licensed to the other (together with the Commissioning Bodies) in accordance with Clause 30 or Clause 31 (as appropriate). 9.4 The Parties hereby assign (including by way of present assignment of future rights), and the Authority shall use its reasonable endeavours to procure the relevant Commissioning Body assigns, to each other the Intellectual Property Rights in improvements in accordance with Clause 9.3 and agree to execute such documents and do such acts as may be reasonably required in order to vest the Intellectual Property Rights in accordance with Clause 9.3 and give effect to that Clause.