Common use of SPECIALLY WRITTEN SOFTWARE Clause in Contracts

SPECIALLY WRITTEN SOFTWARE. The Specially Written Software shall consist of any programs, codes and software written by or on behalf of the Supplier for use by the Supplier specifically in the provision of the Goods and Services (including any modifications or enhancements made to such Specially Written Software during the Contract Term) and including (but not limited to) the following items: Software Supplier Purpose To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [The Supplier will develop the Specially Written Software to meet the Customer’s requirements. The following components will be modified to create the Specially Written Software: [*** insert all details ***] The Project Specific IPR shall consist of any programs, codes and software written by or on behalf of the Supplier for use by the Supplier specifically in the provision of the Goods and Services (including any modifications or enhancements made to such software during the Contract Period) and including the following items: [*** insert all details in this table ***] Software Supplier Purpose To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Supplier will develop Project Specific IPR to meet the Customer’s requirements. The following components will be modified to create the Project Specific IPR: [*** insert all details ***] The Supplier Software comprises the following items: [*** insert all details in this table ***] Software Supplier Purpose [Number of Licences] [Restrictions] [Number of Copies] [Other] To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Third Party Software comprises the following items: [*** insert all details in this table ***] Software Supplier Purpose [Number of Licences] [Restrictions] [Number of Copies] [Other] To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] This Annex A sets out the Standard Licence Terms granted by the Supplier to the Customer in respect of the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR. The Supplier warrants and represents that the Supplier Software, Third Party Software and the Supplier’s Pre-Existing IPR comprises, as a minimum, the licences granted pursuant to Clause 19.4 and this Annex A of this Schedule 7 (Software and Software Licence Terms) will enable the Customer (and any Replacement Suppliers) all rights necessary to Use and enjoy the benefit of the provided Goods and Services to the extent set out in this Annex A of this Schedule 7. Each licence granted under the Standard Licence Terms pursuant to Clause 19.4 (Licences Granted by the Supplier) shall be: for the Contract Period, royalty free and non-exclusive and shall allow the Customer to Use the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR (as relevant) for any purpose relating to the Services in furtherance of the Customer’s ability to receive the Goods and Services. for the duration of any Replacement Services period, and shall allow the Customer to Use the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR to the extent necessary to tender for replacement services and/or effect an orderly transition to a Replacement Supplier. as otherwise anticipated by paragraph 4 below (Termination). The Customer may sub-licence the rights granted to it pursuant to paragraphs 2.1.1 and 2.1.2 to a third party (including for the avoidance of doubt any Replacement Supplier) provided that: such sub-licence only permits such associated body to Use the Supplier’s Software, [Third Party Software and Supplier’s Pre-Existing IPR] for receipt or operation of the Services; and the sub-licence only authorises such third party to Use the Supplier Software, [Third Party Software and Supplier’s Pre-Existing IPR] for the benefit of the Customer. Where so required, the third party shall enter into a confidentiality undertaking with the Customer. The Customer may copy the Supplier’s Software, the Third Party Software and the Supplier’s Pre-Existing IPR (as relevant) in order to create an archival copy and a back‑up copy of it. When copying the Supplier's Software, [Third Party Software and Supplier’s Pre-Existing IPR], the Customer shall include the original machine readable copyright notice, and a label affixed to the media identifying the Software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [insert name of owner]." The Customer may assign, novate or otherwise dispose of its rights and obligations in relation to the licence granted under paragraph 2.1: to any other body (including any private sector body) that substantially performs a similar function to the Customer, at no charge save any necessitated by the usage restrictions associated with this Contract; to any other body that substantially performs the specific functions previously performed by the Customer (the “Successor Body”). For the avoidance of doubt, where the legal status of the Customer changes, the Successor Body shall automatically be granted a licence to Use the Supplier’s Software in accordance with paragraph 2.1.1 at no charge save any necessitated by the usage restrictions associated with this Contract. For the avoidance of doubt, any change in the legal status of the Customer which means that it ceases to be a Contracting Body shall not affect the validity of any licence granted under the Standard Licence Terms or any sublicense granted pursuant to paragraph 2.2. If the Customer ceases to be a Contracting Body, the Standard Licence Terms and any sublicense granted pursuant to paragraph 2.2 shall be binding on any Successor Body to the Customer. If a licence under the Standard Licence Terms is novated pursuant to paragraph 2.4 above or there is a change of the Customer's status pursuant to paragraphs 2.4.2 and 2.5 above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"): the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms (or any part of it) with the prior written consent (not to be unreasonably withheld or delayed) of the Supplier; and the rights acquired by the Transferee relating to such licence shall not extend beyond those previously enjoyed by the Customer. The Supplier shall provide regular reports to the Customer recording the use of the licences granted pursuant to this Contract including the volumes, timing and trends relating to such licence use and such other detail as the Customer may request from time to time.

SPECIALLY WRITTEN SOFTWARE. The Specially Written Software shall consist of any programs, codes and software written by or on behalf of the Supplier SERVICE PROVIDER for use by the Supplier SERVICE PROVIDER specifically in the provision of the Goods and Services (including any modifications or enhancements made to such Specially Written Ordered Software during the Contract Term) and including (but not limited to) the following items: Software Supplier Purpose To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [The Supplier will develop the Specially Written Software to meet the Customer’s requirements. The following components will be modified to create the Specially Written Software: [*** insert all details ***] The Project Specific IPR shall consist of any programs, codes and software written by or on behalf of the Supplier for use by the Supplier specifically in the provision of the Goods and Services Application Solutions (including any modifications or enhancements made to such software during the Contract PeriodTerm) and including the following items: [*** insert all details in this table ***] Software Supplier (if Affiliate of the SERVICE PROVIDER) Purpose To be deposited in escrowEscrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Supplier SERVICE PROVIDER will develop Project Specific IPR Software to meet the CustomerSERVICE PROVIDER’s requirements. The following components will be modified to create the Project Specific IPRSpecially Written Software: [*** insert all details ***] The Supplier SERVICE PROVIDER Software comprises the following items: [*** insert all details in this table ***] Software Supplier (if Affiliate of the SERVICE PROVIDER) Purpose [Number of Licences] [Restrictions] [Number of Copies] [Other] To be deposited in escrowEscrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Third Party Software comprises shall [*** include ***] [*** consist of ***] the following items, including any Open Source Ordered Software: [*** insert all details in this table ***] Third Party Software Supplier Purpose [Number of Licences] [Restrictions] [Number of Copies] [Other] To be deposited in escrowEscrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** insert licence terms ***] [*** insert licence terms ***] SCHEDULE 2-18 NOT USED SCHEDULE 2-19 INSURANCES This Annex A sets out Schedule contains the Standard Licence Terms granted list of insurances to be maintained by the Supplier SERVICE PROVIDER. The SERVICE PROVIDER shall: maintain these insurances with a reputable insurance company on terms that are as favourable to the Customer those generally available to a prudent service provider in respect of risks insured in the Supplier’s Software, Third Party Software international insurance market; and Supplier’s Pre-Existing IPRnot cancel these insurances or make any material change to them without the express written consent of the CUSTOMER. The Supplier warrants and represents SERVICE PROVIDER shall procure that nothing is done which would entitle the Supplier Softwarerelevant insurer to cancel, Third Party Software and rescind or suspend any insurance or cover, or to treat any insurance, cover or claim as avoided in whole or part. The SERVICE PROVIDER shall use reasonable endeavours to notify the Supplier’s Pre-Existing IPR comprisesCUSTOMER (subject to third party confidentiality obligations) as soon as practicable when it becomes aware of any relevant fact, as a minimumcircumstance or matter which has caused, or is reasonably likely to provide grounds to, the licences granted pursuant relevant insurer to Clause 19.4 and this Annex A of this Schedule 7 (Software and Software Licence Terms) will enable the Customer (and give notice to cancel, rescind, suspend or avoid any Replacement Suppliers) all rights necessary to Use and enjoy the benefit of the provided Goods and Services to the extent set out in this Annex A of this Schedule 7. Each licence granted under the Standard Licence Terms pursuant to Clause 19.4 (Licences Granted by the Supplier) shall be: for the Contract Periodinsurance, royalty free and non-exclusive and shall allow the Customer to Use the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR (as relevant) for any purpose relating to the Services in furtherance of the Customer’s ability to receive the Goods and Services. for the duration of any Replacement Services period, and shall allow the Customer to Use the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR to the extent necessary to tender for replacement services and/or effect an orderly transition to a Replacement Supplier. as otherwise anticipated by paragraph 4 below (Termination). The Customer may sub-licence the rights granted to it pursuant to paragraphs 2.1.1 and 2.1.2 to a third party (including for the avoidance of doubt any Replacement Supplier) provided that: such sub-licence only permits such associated body to Use the Supplier’s Software, [Third Party Software and Supplier’s Pre-Existing IPR] for receipt or operation of the Services; and the sub-licence only authorises such third party to Use the Supplier Software, [Third Party Software and Supplier’s Pre-Existing IPR] for the benefit of the Customer. Where so required, the third party shall enter into a confidentiality undertaking with the Customer. The Customer may copy the Supplier’s Software, the Third Party Software and the Supplier’s Pre-Existing IPR (as relevant) in order to create an archival copy and a back‑up copy of it. When copying the Supplier's Software, [Third Party Software and Supplier’s Pre-Existing IPR], the Customer shall include the original machine readable copyright notice, and a label affixed to the media identifying the Software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [insert name of owner]." The Customer may assign, novate or otherwise dispose of its rights and obligations in relation to the licence granted under paragraph 2.1: to any other body (including any private sector body) that substantially performs a similar function to the Customer, at no charge save any necessitated by the usage restrictions associated with this Contract; to any other body that substantially performs the specific functions previously performed by the Customer (the “Successor Body”). For the avoidance of doubt, where the legal status of the Customer changes, the Successor Body shall automatically be granted a licence to Use the Supplier’s Software in accordance with paragraph 2.1.1 at no charge save any necessitated by the usage restrictions associated with this Contract. For the avoidance of doubt, any change in the legal status of the Customer which means that it ceases to be a Contracting Body shall not affect the validity of any licence granted under the Standard Licence Terms or any sublicense granted pursuant to paragraph 2.2. If the Customer ceases to be a Contracting Body, the Standard Licence Terms and cover or claim under any sublicense granted pursuant to paragraph 2.2 shall be binding on any Successor Body to the Customer. If a licence under the Standard Licence Terms is novated pursuant to paragraph 2.4 above insurance in whole or there is a change of the Customer's status pursuant to paragraphs 2.4.2 and 2.5 above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"): the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms (or any part of it) with the prior written consent (not to be unreasonably withheld or delayed) of the Supplier; and the rights acquired by the Transferee relating to such licence shall not extend beyond those previously enjoyed by the Customer. The Supplier shall provide regular reports to the Customer recording the use of the licences granted pursuant to this Contract including the volumes, timing and trends relating to such licence use and such other detail as the Customer may request from time to timepart.

SPECIALLY WRITTEN SOFTWARE. The Specially Written Software shall consist of any programs, codes and software written by or on behalf of the Supplier for use by the Supplier specifically in the provision of the Goods and Services (including any modifications or enhancements made to such Specially Written Software during the Contract TermPeriod) and including (but not limited to) the following items: Software Supplier Purpose To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [The Supplier will develop the Specially Written Software to meet the Customer’s requirements. The following components will be modified to create the Specially Written Software: [*** insert all details ***] The Project Specific IPR shall consist of any programs, codes and software written by or on behalf of the Supplier for use by the Supplier specifically in the provision of the Goods and Services (including any modifications or enhancements made to such software during the Contract Period) and including the following items: [*** insert all details in this table ***] Software Supplier Purpose To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Supplier will develop Project Specific IPR to meet the Customer’s requirements. The following components will be modified to create the Project Specific IPR: [*** insert all details ***] The Supplier Software comprises the following items: [*** insert all details in this table ***] Software Supplier Purpose [Number of Licences] [Restrictions] [Number of Copies] [Other] To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Third Party Software comprises the following items: [*** insert all details in this table ***] Software Supplier Purpose [Number of Licences] [Restrictions] [Number of Copies] [Other] To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Customer Software comprises the following items: [*** insert all details in this table ***] This Annex A sets out the Standard Licence Terms granted by the Supplier to the Customer in respect of the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR. The Supplier warrants and represents that the Supplier Software, Third Party Software and the Supplier’s Pre-Existing IPR comprises, as a minimum, the licences granted pursuant to Clause 19.4 23.4 and this Annex A of this Schedule 7 6 (Software and Software Licence Terms) will enable the Customer (and any Replacement Suppliers) all rights necessary to Use and enjoy the benefit of the provided Goods and Services to the extent set out in this Annex A of this Schedule 7. Each licence granted under the Standard Licence Terms pursuant to Clause 19.4 (Licences Granted by the Supplier) shall be: for the Contract Period, royalty free and non-exclusive and shall allow the Customer to Use the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR (as relevant) for any purpose relating to the Services in furtherance of the Customer’s ability to receive the Goods and Services. for the duration of any Replacement Services period, and shall allow the Customer to Use the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR to the extent necessary to tender for replacement services and/or effect an orderly transition to a Replacement Supplier. as otherwise anticipated by paragraph 4 below (Termination). The Customer may sub-licence the rights granted to it pursuant to paragraphs 2.1.1 and 2.1.2 to a third party (including for the avoidance of doubt any Replacement Supplier) provided that: such sub-licence only permits such associated body to Use the Supplier’s Software, [Third Party Software and Supplier’s Pre-Existing IPR] for receipt or operation of the Services; and the sub-licence only authorises such third party to Use the Supplier Software, [Third Party Software and Supplier’s Pre-Existing IPR] for the benefit of the Customer. Where so required, the third party shall enter into a confidentiality undertaking with the Customer. The Customer may copy the Supplier’s Software, the Third Party Software and the Supplier’s Pre-Existing IPR (as relevant) in order to create an archival copy and a back‑up copy of it. When copying the Supplier's Software, [Third Party Software and Supplier’s Pre-Existing IPR], the Customer shall include the original machine readable copyright notice, and a label affixed to the media identifying the Software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [insert name of owner]6." The Customer may assign, novate or otherwise dispose of its rights and obligations in relation to the licence granted under paragraph 2.1: to any other body (including any private sector body) that substantially performs a similar function to the Customer, at no charge save any necessitated by the usage restrictions associated with this Contract; to any other body that substantially performs the specific functions previously performed by the Customer (the “Successor Body”). For the avoidance of doubt, where the legal status of the Customer changes, the Successor Body shall automatically be granted a licence to Use the Supplier’s Software in accordance with paragraph 2.1.1 at no charge save any necessitated by the usage restrictions associated with this Contract. For the avoidance of doubt, any change in the legal status of the Customer which means that it ceases to be a Contracting Body shall not affect the validity of any licence granted under the Standard Licence Terms or any sublicense granted pursuant to paragraph 2.2. If the Customer ceases to be a Contracting Body, the Standard Licence Terms and any sublicense granted pursuant to paragraph 2.2 shall be binding on any Successor Body to the Customer. If a licence under the Standard Licence Terms is novated pursuant to paragraph 2.4 above or there is a change of the Customer's status pursuant to paragraphs 2.4.2 and 2.5 above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"): the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms (or any part of it) with the prior written consent (not to be unreasonably withheld or delayed) of the Supplier; and the rights acquired by the Transferee relating to such licence shall not extend beyond those previously enjoyed by the Customer. The Supplier shall provide regular reports to the Customer recording the use of the licences granted pursuant to this Contract including the volumes, timing and trends relating to such licence use and such other detail as the Customer may request from time to time.

SPECIALLY WRITTEN SOFTWARE. The Specially Written Software shall consist of any programs, codes and software written by or on behalf of the Supplier SERVICE PROVIDER for use by the Supplier SERVICE PROVIDER specifically in the provision of the Goods and Services Ordered Software Application Solutions (including any modifications or enhancements made to such Specially Written Software software during the Contract Term) and including (but not limited to) the following items: Software Supplier Purpose To be deposited in escrow? [*** Yes / No insert all details in this table ***] [TBA] [TBA] [TBA] [*** Yes / No ***] [*** Yes / No ***TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] The Supplier SERVICE PROVIDER will develop the Specially Written Software to meet the CustomerCUSTOMERSERVICE PROVIDER’s requirements. The following components will be modified to create the Specially Written Software: [*** insert all details ***] The Project Specific IPR shall consist of any programs, codes and software written by or on behalf of the Supplier for use by the Supplier specifically in the provision of the Goods and Services (including any modifications or enhancements made to such software during the Contract Period) and including the following items: [*** insert all details in this table ***] Software Supplier Purpose To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Supplier will develop Project Specific IPR to meet the Customer’s requirements. The following components will be modified to create the Project Specific IPR: [*** insert all details ***] The Supplier SERVICE PROVIDER Software comprises the following items: [*** insert all details in this table ***] Software Supplier Purpose [Number of LicencesTBA] [RestrictionsTBA] [Number of CopiesTBA] [OtherTBA] To be deposited in escrow? [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] The Third Party Software shall [*** include ***] [*** consist of ***] the following items, including any Open Source Ordered Software: [*** insert all details in this table ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [*** Yes / No insert licence terms ***] [*** Yes / No insert licence terms ***] [*** Yes / No ***] [*** Yes / No ***] The Third Party Software comprises SCHEDULE 2-18 NOT USEDPENSIONS - optional – to be used where a TUPE staff transfer is envisaged as a consequence of the following items: [*** insert all details in this table ***] Software Supplier Purpose [Number of Licences] [Restrictions] [Number of Copies] [Other] To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] Customer and the Service provider entering into the Contract (including its termination/expiry). This Annex A Schedule sets out the Standard Licence Terms granted by the Supplier pension arrangements for employees whose employment is compulsorily transferred to the Customer in respect of SERVICE PROVIDER whether from the Supplier’s Software, Third Party Software CUSTOMER or an Outgoing Service Provider or with effect on and Supplier’s Pre-Existing IPRfrom the Service Commencement Date. The Supplier warrants and represents that This Schedule comprises five parts: Part A contains definitions which apply for the Supplier Software, Third Party Software and the Supplier’s Pre-Existing IPR comprises, as a minimum, the licences granted pursuant to Clause 19.4 and this Annex A purposes of this Schedule 7 (Software only; Part B contains provisions governing the pensions aspects of any compulsory transfer of any Transferring Pensionable Customer Employee; Part C contains provisions governing the pensions aspects of any compulsory transfer of any Second Generation Fair Deal Employee to the SERVICE PROVIDER from any Outgoing Service Provider; Part D contains provisions governing the resolution of any dispute relating to actuarial calculations required under this Schedule; and Software Licence Terms) will enable Part E contains provisions governing the Customer (and any Replacement Suppliers) all rights necessary to Use and enjoy the benefit pensions aspects of the provided Goods and Services to the extent set out in this Annex A of this Schedule 7. Each licence granted under the Standard Licence Terms pursuant to Clause 19.4 (Licences Granted by the Supplier) shall be: for the Contract Period, royalty free and non-exclusive and shall allow the Customer to Use the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR (as relevant) for any purpose relating to the Services in furtherance termination of the Customer’s ability to receive the Goods and Services. for the duration of any Replacement Services period, and shall allow the Customer to Use the Supplier’s Software, Third Party Ordered Software and Supplier’s Pre-Existing IPR to the extent necessary to tender for replacement services and/or effect an orderly transition to a Replacement Supplier. as otherwise anticipated by paragraph 4 below (Termination). The Customer may sub-licence the rights granted to it pursuant to paragraphs 2.1.1 and 2.1.2 to a third party (including for the avoidance of doubt any Replacement Supplier) provided that: such sub-licence only permits such associated body to Use the Supplier’s Software, [Third Party Software and Supplier’s Pre-Existing IPR] for receipt or operation of the Services; and the sub-licence only authorises such third party to Use the Supplier Software, [Third Party Software and Supplier’s Pre-Existing IPR] for the benefit of the Customer. Where so required, the third party shall enter into a confidentiality undertaking with the Customer. The Customer may copy the Supplier’s Software, the Third Party Software and the Supplier’s Pre-Existing IPR (as relevant) in order to create an archival copy and a back‑up copy of it. When copying the Supplier's Software, [Third Party Software and Supplier’s Pre-Existing IPR], the Customer shall include the original machine readable copyright notice, and a label affixed to the media identifying the Software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [insert name of owner]." The Customer may assign, novate or otherwise dispose of its rights and obligations in relation to the licence granted under paragraph 2.1: to any other body (including any private sector body) that substantially performs a similar function to the Customer, at no charge save any necessitated by the usage restrictions associated with this Contract; to any other body that substantially performs the specific functions previously performed by the Customer (the “Successor Body”). For the avoidance of doubt, where the legal status of the Customer changes, the Successor Body shall automatically be granted a licence to Use the Supplier’s Software in accordance with paragraph 2.1.1 at no charge save any necessitated by the usage restrictions associated with this Contract. For the avoidance of doubt, any change in the legal status of the Customer which means that it ceases to be a Contracting Body shall not affect the validity of any licence granted under the Standard Licence Terms or any sublicense granted pursuant to paragraph 2.2. If the Customer ceases to be a Contracting Body, the Standard Licence Terms and any sublicense granted pursuant to paragraph 2.2 shall be binding on any Successor Body to the Customer. If a licence under the Standard Licence Terms is novated pursuant to paragraph 2.4 above or there is a change of the Customer's status pursuant to paragraphs 2.4.2 and 2.5 above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"): the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms (Application Solutions or any part of it) with the prior written consent (not to be unreasonably withheld or delayed) of the Supplier; and the rights acquired by the Transferee relating to such licence shall not extend beyond those previously enjoyed by the Customer. The Supplier shall provide regular reports to the Customer recording the use of the licences granted pursuant to this Contract including the volumes, timing and trends relating to such licence use and such other detail as the Customer may request from time to timethem.