Common use of TRANSFER AND SUB-CONTRACTING Clause in Contracts

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 Notwithstanding the provisions of Clause 31.1 above31.1, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 3131 (Transfer and Sub- Contracting), the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.

TRANSFER AND SUB-CONTRACTING. 31.1 30.1 This Framework Agreement Contract is personal to the Supplier and CONTRACTOR. Subject to the Supplier provisions of Clause 30.2, the CONTRACTOR shall not assign, novate novate, sub-contract or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement Contract or any part thereof without the Approvalprevious consent in writing of the CUSTOMER. 31.2 30.2 Notwithstanding the provisions of Clause 31.1 above30.1, the Supplier CONTRACTOR shall be entitled to Sub-Contract its obligations hereunder to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. 30.3 In selecting, appointing and managing Sub-Contractors). The Supplier , the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. 30.4 In the event that the CONTRACTOR, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR shall ensure that terms are a term is included in any the Sub-Contract permitted under this Framework Agreement which: 31.2.1 require which requires the Supplier CONTRACTOR to pay any undisputed sum all sums due thereunder to the relevant Sub-Contractor within a specified period that does period, not to exceed thirty (30) calendar days Days, from the date of receipt of a valid invoice as defined by the Supplier receives terms of the Sub-Contract. 30.5 In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Contractor's invoice; and 31.2.2 prohibit , the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor from further subis in accordance with the provisions of paragraph 3 of Schedule 2-contracting any element 8. In the case of the service provided removals to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a list of Sub-Contractor or appoint an additional sub-contractor without Approvalcontractors, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and notification will contain information on how the Supplier shall remain responsible for CONTRACTOR proposes to ensure continuity in the provision of the Ordered Services at all times. 31.4 IT Products. The Authority CONTRACTOR may require the Supplier to terminate a Subnot use any new sub-Contract where it considers that: 31.4.1 the contractor or remove any Sub-Contractor may prejudice until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. 30.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Services Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or may be acting contrary to the interests of the Authority;vexatiously. 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 30.7 In the event that the Authority CUSTOMER exercises its right pursuant to Clause 31.4 above, 30.6 the Supplier CONTRACTOR shall remain responsible for maintaining use all reasonable endeavours to maintain the provision of the ServicesOrdered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions 30.8 The use of its Sub-Contractors and any subsequent approval of other sub-contractors by the acts and omissions CUSTOMER under this Clause 30 shall not in any way constitute any form of those employed or engaged recommendation by the CUSTOMER of the Sub-Contractors as if they were its own. An obligation on the Supplier to doContractor, whether implied or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thingotherwise. 31.7 The Authority 30.9 Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: 31.7.1 30.9.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement any or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose all of its rights and obligations under this Framework Contract and any associated third party licences to any other Contracting Authority; or 30.9.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the AuthorityCUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. 31.8 The Supplier shall enter into 30.10 Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such agreement and/or deed as the that it ceases to be a Contracting Authority shall reasonably require so as not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to give effect the benefit of any successor body to any assignment, novation, transfer or disposal made the CUSTOMER. 30.11 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 31.7 above.30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): 30.11.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; 30.11.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and 30.11.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8: 30.11.3.1 the reference in Clause 11.4 to Clause 28 shall be deleted; 30.11.3.2 Clauses 18.7.1 and 28 shall be deleted; 30.11.3.3 in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;

TRANSFER AND SUB-CONTRACTING. 31.1 28.1. This Framework Agreement is personal to the Supplier and the Supplier and, subject to Clause 28.2, it shall not assign, novate novate, Sub-Contract or otherwise in any other way dispose of its rights or create any trust in relation to any or all rights and obligations under this the Framework Agreement or any part thereof of it without the Approval. 31.2 28.2. Notwithstanding the provisions of Clause 31.1 above28.1, the Supplier shall be entitled to Sub-Contract its obligations to supply the Goods and/or Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 28.2.1. require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 28.2.2. prohibit the Sub-Contractor from further sub-contracting any element of the service Goods and/or Services provided to the Supplier without the Approval. 31.3 28.3. The Supplier shall not substitute or substitute, remove a Sub-Contractor or appoint an additional Sub- Contractor without Approval (not to be unreasonably withheld). The Supplier warrants to the Authority that each Sub-Contractor: 28.3.1. has the competence, technical ability and sufficient financial standing to provide the Goods and/or Services, which will to be sub-contractor without Approvalcontracted to it, such Approval not in the manner and to the standard required by this Framework Agreement and any Call Off Agreement entered into pursuant to it.; 28.3.2. is being engaged in accordance with terms and conditions which are consistent with Good Industry Practice (and which shall be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and disclosed by the Supplier shall remain responsible for to the provision of Authority when Approval is sought under this Clause 28.3); 28.3.3. has the Ordered Services at all timeslegal capacity, power and authority to become a party to the Sub-Contract. 31.4 28.4. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 28.4.1. the Sub-Contractor may prejudice the provision of the Goods and/or Services or may be acting contrary to the interests of the Authority; 31.4.2 28.4.2. the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services Goods and/or Services to its other customers; and/or 31.4.3 28.4.3. the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 28.5. In the event that the Authority exercises its right pursuant to Clause 31.4 above28.4, the Supplier shall remain responsible for maintaining the provision of the Goods and/or Services. 31.6 28.6. Despite any permitted Sub-Contract pursuant to this Clause 3128, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Sub- Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents Staff also do, or refrain from doing, such act or thing. The sub-contracting by the Supplier of any of the Goods and/or Services shall not relieve the Supplier of any liability under this Framework Agreement for any breach of the obligations arising under this Framework Agreement. 31.7 28.7. The Authority shall be entitled to: 31.7.1 to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to to: 28.7.1. any Other Contracting BodyBody or other Government body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to 28.7.2. any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 28.8. The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above28.7.

TRANSFER AND SUB-CONTRACTING. 31.1 32.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalprior written consent of the Authority. 31.2 32.2 Notwithstanding the provisions of Clause 31.1 above32.1, the Supplier shall be entitled to Subsub-Contract contract its obligations to supply the Available Goods and Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 32.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approvalthe prior written consent of the Authority, such Approval consent not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-sub- contractor and the Supplier shall remain responsible for the provision of the Ordered Goods and Services at all times. 31.4 32.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 32.4.1 the Sub-Contractor may prejudice the provision of the Available Goods and Services or may be acting contrary to the interests of the Authority; 31.4.2 32.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable goods and/or services to its other customers; and/or 31.4.3 32.4.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 32.5 In the event that the Authority exercises its right pursuant to Clause 31.4 32.4 above, the Supplier shall remain responsible for maintaining use all reasonable endeavours to maintain the provision of the ServicesAvailable Goods and the Services and the Authority and the Supplier shall enter into good faith negotiations to agree the impact on the terms and conditions of this Framework Agreement. 31.6 32.6 Despite any permitted Subthe Supplier's right to sub-Contract contract pursuant to this Clause 3132, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Sub- Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier Supplier' to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 32.7 The Authority shall be entitled to: 31.7.1 32.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under 32.7.2 novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Supplier’s obligations under this Framework Agreement. 31.8 32.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 32.7 above.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalprior Approval of the Authority. 31.2 Notwithstanding the provisions of Clause 31.1 above31.1, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Sub- Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Sub- Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approvalthe Approval of the Authority. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approvalthe prior Approval of the Authority, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval Approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above31.4, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Sub- Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Supplier's obligations under this Framework Agreement. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above31.7.

TRANSFER AND SUB-CONTRACTING. 31.1 24.1. This Framework Agreement is personal to the Supplier and and, subject to Clause 24.2, the Supplier shall not assign, novate novate, Sub-Contract or otherwise in any way dispose of its rights or create any trust in relation to any or all rights and obligations under this the Framework Agreement or any part thereof of it without the Approval. 31.2 24.1.1. Notwithstanding the provisions of Clause 31.1 above24.1, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Sub- Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 24.1.2. require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 24.1.3. prohibit the Sub-Contractor from further sub-contracting any element of the service Services provided to the Supplier without Approvalthe Approval of the Authority. 31.3 24.2. The Supplier shall not substitute or substitute, remove a Sub-Contractor or appoint an additional Sub- Contractor without Approval (not to be unreasonably withheld). The Supplier warrants to the Authority that each Sub-Contractor: 24.2.1. has the competence, technical ability and sufficient financial standing to provide the Services which is being sub-contractor without Approval, such Approval not contracted to it in the manner and to the standard required by this Framework Agreement and any Call Off Agreement entered into pursuant to it; 24.2.2. is being engaged in accordance with terms and conditions which are consistent with Good Industry Practice (and which shall be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and disclosed by the Supplier shall remain responsible for to the provision of Authority when Approval is sought under this Clause 24.2); 24.2.3. has the Ordered Services at all timeslegal capacity, power and authority to become a party to the Sub-Contract. 31.4 24.3. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 24.3.1. the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 24.3.2. the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services Services to its other customers; and/or 31.4.3 24.3.3. the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 24.4. In the event that the Authority exercises its right pursuant to Clause 31.4 above24.3, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 24.5. Despite any permitted Sub-Contract pursuant to this Clause 3124, the Supplier shall at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents Staff also do, or refrain from doing, such act or thing. The sub-contracting by the Supplier of any of the Services shall not relieve the Supplier of any liability under this Framework Agreement for any breach of the obligations arising under this Framework Agreement. 31.7 24.6. The Authority shall be entitled to: 31.7.1 to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to to: 24.6.1. any Other Contracting BodyBody or other Government body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to 24.6.2. any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 24.7. The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above24.6.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal 29.1 Subject to the Supplier and clause 29.2, the Supplier shall not assign, novate novate, sub-contract or otherwise in any other way dispose of the Contract or create any trust part of it without Approval. The Customer has granted Approval to the engagement of the Contractor and the Sub-contractors (if any) listed in relation the Order. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to any or all rights and obligations the Supplier under this Framework Agreement the Contract. The Supplier shall supply such information about proposed Sub-contractors as the Customer may reasonably require in order to enable the Customer to consider whether to grant Approval. 29.2 The Supplier may assign to a third party ("the Assignee") the right to receive payment of the Maximum Contract Sum or any part thereof without due to the ApprovalSupplier under this Contract (including any interest which the Customer incurs under clause 12.4.6). Any assignment under this clause shall be subject to: 29.2.1 reduction of any sums in respect of which the Customer exercises it right of recovery under clause 12.5; 29.2.2 all related rights of the Customer under the contact in relation to the recovery of sums due but unpaid; and 29.2.3 the Client receiving notification under both clauses 29.3 and 29.4. 31.2 Notwithstanding 29.3 In the provisions of Clause 31.1 aboveevent that the Supplier assigns the right to receive the Maximum Contract Sum under clause 29.2, the Supplier or the Assignee shall be entitled to Sub-Contract its obligations to supply notify the Services to those Sub-Contractors listed Customer in Framework Agreement Schedule 2 (Sub-Contractors). writing of the assignment and the date upon which the assignment becomes effective. 29.4 The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to Assignee notifies the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element Customer of the service provided Assignee’s contact information and bank account details to which the Supplier without ApprovalCustomer shall make payment. 31.3 29.5 The provisions of clause 12.2 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Customer. 29.6 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Subsub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors contractors as if though they were are its own. An obligation on . 29.7 Where the Customer has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of the Customer, be sent by the Supplier to do, or refrain from doing, any act or thing the Customer as soon as reasonably practicable. 29.8 The Supplier shall include an obligation upon ensure that each Sub-contract shall include: 29.8.1 a right under the Contracts (Rights of Third Parties) Act 1999 for the Customer to enforce the terms of that Sub-contract as if it were the Supplier; 29.8.2 a provision enabling the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose transfer any of its rights and and/or obligations under this Framework Agreement or any part thereof the Sub-contract to any Other Contracting Body; orthe Customer; 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement 29.8.3 a provision requiring the Sub-contractor to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into such a direct confidentiality agreement and/or deed with the Customer on the same terms as set out in clause 17.6 (Confidentiality); 29.8.4 a provision requiring the Authority shall reasonably require so as Sub-contractor to give effect to any assignment, novation, transfer or disposal made comply with protection of data requirements pursuant to Clause 31.7 above.clauses 17.1 (Security Requirements),

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal 32.1 Subject to the Supplier and clause 32.2, the Supplier shall not assign, novate novate, sub- contract or otherwise in any other way dispose of the Contract or create any trust part of it without Approval. The Customer has consented to the engagement of the Sub-contractors listed in relation paragraph 3.3 of the Order Form. Sub- contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to any or all rights and obligations the Supplier under this Framework Agreement the Contract. The Supplier shall supply such information about proposed Sub-contractors as the Customer may reasonably require in order to enable the Customer to consider whether to grant Approval. 32.2 The Supplier may assign to a third party ("the Assignee") the right to receive payment of the Contract Charges or any part thereof without due to the ApprovalSupplier under this Contract (including any interest which the Customer incurs under clause 13.2.6). Any assignment under this clause shall be subject to: 32.2.1 reduction of any sums in respect of which the Customer exercises it right of recovery under clause 13.3; 32.2.2 all related rights of the Customer under the contact in relation to the recovery of sums due but unpaid; and 32.2.3 the Customer receiving notification under both clauses 32.3 and 32.4. 31.2 Notwithstanding 32.3 In the provisions of Clause 31.1 aboveevent that the Supplier assigns the right to receive the Contract Charges under clause 32.2, the Supplier or the Assignee shall be entitled to Sub-Contract its obligations to supply notify the Services to those Sub-Contractors listed Customer in Framework Agreement Schedule 2 (Sub-Contractors). writing of the assignment and the date upon which the assignment becomes effective. 32.4 The Supplier shall ensure that terms the Assignee notifies the Customer of the Assignee‟s contact information and bank account details to which the Customer shall make payment. 32.5 The provisions of clause 13.2 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Customer. 32.6 The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are included in any Subits own. 32.7 Where the Customer has consented to the placing of sub-Contract permitted under this Framework Agreement which:contracts, copies of each sub-contract shall, at the request of the Customer, be sent by the Supplier to the Customer as soon as reasonably practicable. 31.2.1 32.8 The Customer may, at its sole discretion, require the Supplier to pay any undisputed sum due to the relevant ensure that each Sub-Contractor within contract shall include: 32.8.1 a specified period right under the Contracts (Rights of Third Parties) Act 1999 for the Customer to enforce the terms of that does not exceed thirty (30) calendar days from Sub-contract as if it were the date Supplier; 32.8.2 a provision enabling the Supplier receives to assign, novate or otherwise transfer any of its rights and/or obligations under the Sub-Contractor's invoicecontract to the Customer; 32.8.3 a provision requiring the Sub-contractor to enter into a direct confidentiality agreement with the Customer on the same terms as set out in clause 20.6 (Confidentiality); 32.8.4 a provision requiring the Sub-contractor to comply with protection of data requirements pursuant to clauses 20.4 (Customer Data) and 20.5 (Protection of Personal Data); 32.8.5 a provision requiring the Sub-contractor to comply with the restrictions on corrupt gifts and payments pursuant to clause 28 (Prevention of Corruption); and 31.2.2 prohibit 32.8.6 a provision restricting the ability of the Sub-Contractor from contractor to further sub-contracting any element contract elements of the service provided to the Supplier without Approvalfirst seeking the prior written consent of the Customer. 31.3 The Supplier shall not substitute or remove a 32.9 If the Customer is able to obtain from any Sub-Contractor contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement any other third party more favourable commercial terms with respect to the supply of such substitute or additional sub-contractor and any services used by the Supplier shall remain responsible for in the provision supply of the Ordered Services at all times.Services, then the Customer may: 31.4 The Authority may 32.9.1 require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 replace its existing commercial terms with that person with the Sub-Contractor may prejudice more favourable commercial terms obtained by the provision Customer in respect of the Services or may be acting contrary to relevant item. 32.10 If the interests of Customer exercises the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right option pursuant to Clause 31.4 aboveclause 32.9, then the Contract Charges shall be reduced by an amount that is agreed in accordance with the Variation Procedure. 32.11 Subject to clause 32.13, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 Customer may assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement the Contract or any part thereof to to: 32.11.1 any Other Contracting BodyAuthority; or 31.7.2 novate32.11.2 any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or 32.11.3 any private sector body which substantially performs the functions of the Customer, 32.11.4 provided that any such assignment, transfer novation or other disposal shall not increase the burden of the Supplier's obligations under the Contract. 32.12 Any change in the legal status of the Customer such that it ceases to be a Contracting Authority shall not, subject to clause 32.13, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Customer. 32.13 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to clause 32.11 to a body which is not a Contracting Authority or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as "the Transferee"): 32.13.1 the rights of termination of the Customer in clauses 23.1 (Termination on insolvency and change of control) and 23.3 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; and 32.13.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement the Contract or any part thereof with the previous consent in writing of the Supplier. 32.14 The Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier's obligations under the Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier's obligations under the Contract and for no other body purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 32.15 For the purposes of clause 32.13 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including any private sector bodythe execution of further documents) which substantially performs any the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the functions that previously had been performed by provisions of the AuthorityContract. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the 23.1 The Supplier shall not assign, novate novate, hold on trust or otherwise dispose of or create deal in any trust in relation to any or way with all rights and obligations under this Framework Agreement or any part thereof without of the Approvalbenefit of, or its rights or benefits under this Contract. 31.2 Notwithstanding 23.2 Subject to any restrictions set out in the provisions of Clause 31.1 aboveVehicle Agreement and any conditions as the Customer may notify to the Supplier from time to time, the Supplier shall be entitled to sub-contract its obligations relating to the supply of the Vehicles and Services to any Sub-Contract its obligations to supply the Services to those Contractor. 23.3 The Supplier's selection, appointment and management of all Sub-Contractors listed shall be in accordance with the procedure specified in paragraph 2 of Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element part of the service provided Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor under the Contract and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', ' employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 23.4 The Authority Supplier shall, unless otherwise agreed with the Customer, ensure that each Sub-Contract shall be entitled toinclude: 31.7.1 23.4.1 a right under the Contracts (Rights of Third Parties) Act 1999 for the Customer to enforce the terms of that Sub-Contract as if it were the Supplier; 23.4.2 a provision enabling the Supplier to assign, novate or otherwise dispose transfer any of its rights and and/or obligations under this Framework Agreement or any part thereof the Sub-Contract to any Other Contracting Body; orthe Customer; 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement 23.4.3 a provision requiring the Sub-Contractor to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into such a direct confidentiality agreement and/or deed with the Customer on the same terms as set out in Clause 10.4 (Confidentiality); 23.4.4 a provision requiring the Authority shall reasonably require so as Sub-Contractor to give effect comply with protection of data requirements pursuant to any assignmentClauses: 10.1 (Malicious Software), novation, transfer or disposal made 10.2 (Security of Delivery Place) and 10.3 (Customer Data); 23.4.5 a provision requiring the Sub-Contractor to comply with the restrictions on corrupt gifts and payments pursuant to Clause 31.7 above20 (Prevention of Corruption); and 23.4.6 a provision restricting the ability of the Sub-Contractor to further sub-contract elements of the service provided to the Supplier without first seeking the prior written consent of the Customer.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 . Notwithstanding the provisions of Clause 31.1 above31.1, the Supplier shall be entitled to Sub-Contract Sub‑Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 : require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor Sub‑Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 and prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 . The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 . The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 : the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 ; the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 and/or the Sub-Contractor employs unfit persons; 31.5 ; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 . Despite any permitted Sub-Contract pursuant to this Clause 3131 (Transfer and Sub-Contracting), the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 . The Authority shall be entitled to: 31.7.1 : assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 or novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 . Provided that such assignment, novation, transfer or disposals shall not substantially increase the burden of the Supplier's obligations under this Framework Agreement. The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above. VARIATIONS TO THIS FRAMEWORK AGREEMENT Variation in General Subject to Clause 32.2 (Legislative Change) and Framework Agreement Schedule 3 (Charging Structure), this Framework Agreement may not be varied except where: the Authority notifies the Supplier that it wishes to vary the terms of this Framework Agreement and provides the Supplier with full written details of any such proposed change; and the Authority’s Representative and the Supplier’s Representative acting reasonably, agree to the variation and a written variation agreement is signed by the Authority’s Representative and the Supplier’s Representative.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal 22.1 The Contracting Body has consented to the Supplier and engagement of the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 3 (Sub-Contractors). Subject to Clause 22.5, the Supplier shall not otherwise Sub-Contract, assign, novate or in any other way dispose of this Contract or any part of it without Approval provided that the Contracting Body shall not grant Approval for the Supplier to appoint a sub-contractor outside of those Sub- Contractors named in Framework Schedule 3 (Sub-Contractors). 22.2 The Supplier shall not substitute or remove a Sub-Contractor without the Approval of the Contracting Body. Notwithstanding any permitted Sub-Contract in accordance with this Clause 22, the Supplier shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. 22.3 Where the Contracting Body has consented to the placing of Sub-Contracts, copies of each Sub-Contract shall, at the request of the Contracting Body, be sent by the Supplier to the Contracting Body as soon as reasonably practicable. 22.4 Sub-Contracting any part of this Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under this Contract. 22.5 The Supplier may assign to a third party (the Assignee) the right to receive payment of the Contract Charges or any part thereof due to the Supplier under this Contract (including any interest which the Contracting Body incurs under Clause 10.2.6). Any assignment under this Clause shall be subject to: 22.5.1 reduction of any sums in respect of which the Contracting Body exercises it right of recovery under Clause 10.3 (Recovery of Sums Due); 22.5.2 all related rights of the Contracting Body under this Contact in relation to the recovery of sums due but unpaid; and 22.5.3 the Contracting Body receiving notification under both Clauses 22.6 and 22.7. 22.6 In the event that the Supplier assigns the right to receive the Contract Charges under Clause 22.5, the Supplier or the Assignee shall notify the Contracting Body in writing of the assignment and the date upon which the assignment becomes effective. 22.7 The Supplier shall ensure that terms are included the Assignee notifies the Contracting Body of the Assignee's contact information and bank account details to which the Contracting Body shall make payment. 22.8 The provisions of Clause 10.2 (Payment and VAT) shall continue to apply in any all other respects after the assignment and shall not be amended. 22.9 The Supplier shall ensure that each Sub-Contract permitted under this Framework Agreement whichshall include: 31.2.1 require 22.9.1 a provision requiring the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit 22.9.2 a provision restricting the ability of the Sub-Contractor from to further subSub-contracting any element Contract elements of the service provided to the Supplier without Approvalfirst seeking the Approval of the Contracting Body. 31.3 22.10 Any change in the legal status of the Contracting Body such that it ceases to be a Contracting Body shall not, subject to Clause 22.12, affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the Contracting Body. 22.11 The Supplier shall not substitute Contracting Body may novate or remove a Sub-Contractor otherwise dispose of its rights and obligations under this Contract to: (a) Any Other Contracting Body (with the exception of the Contracting Body) as defined in Framework Schedule 12 (Definitions and Interpretations); (b) any other body established by the Crown or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayedunder statute in order to substantially perform any of the functions that had been previously performed by the Contracting Body; or (c) any private sector body which substantially performs those functions. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for hereby agrees to use its best endeavours to facilitate such novation at the provision request of the Ordered Services at all timesContracting Body. 31.4 The Authority may require 22.12 If the Supplier to terminate a Sub-rights and obligations under the Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision are assigned, novated or otherwise disposed of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 3122 to a body which is not a Contracting Body or if there is a change in the legal status of the Contracting Body such that it ceases to be a Contracting Body (in the remainder of this Clause 22.12, both such bodies being referred to as the Transferee): 22.12.1 the rights of termination of the Contracting Body in Clauses 18.2 (Termination on Insolvency), 18.3 (Termination on Change of Control) and 18.4 (Termination on Default) shall be available to the Supplier in the event of, respectively, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed bankruptcy or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to doinsolvency, or refrain from doing, any act or thing default of the Transferee; and 22.12.2 the Transferee shall include an obligation upon the Supplier only be able to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement Contract or any part thereof with the previous consent in writing of the Supplier. 22.13 For the purposes of Clause 22.12 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to any Other Contracting Body; or 31.7.2 novateensure the carrying out of, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body whatever further actions (including any private sector bodythe execution of further documents) which substantially performs any the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the functions that previously had been performed by the Authorityprovisions of this Contract. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 . Notwithstanding the provisions of Clause 31.1 above29.1, the Supplier shall be entitled to Subsub-Contract contract its obligations to supply the Available Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 which require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's ’s invoice; and 31.2.2 and prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 the written consent of the Authority The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayedthe prior written consent of the Authority. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 Services. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 : the Sub-Contractor may prejudice the provision of the Available Goods and Services or may be acting contrary to the interests of the Authority; 31.4.2 ; the Sub-Contractor is considered to be unreliable and/or has not provided reasonable goods and/or services to its other customers; and/or 31.4.3 and/or the Sub-Contractor employs unfit persons; 31.5 In the event ; provided that the Authority exercises its such right pursuant to Clause 31.4 aboveshall not be exercised unreasonably, the Supplier shall remain responsible for maintaining the provision of the Servicesfrivolously or vexatiously. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate novate, enter into Sub-Contracts or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 prior Approval of the Authority. Notwithstanding the provisions of Clause 31.1 above30.1, the Supplier shall be entitled to Sub-Contract Sub‑Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 3 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 : require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor Sub‑Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 and prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 the Approval of the Authority. The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not to be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional The Supplier warrants to the Authority that each Sub-Contractor: has the competence, technical ability and sufficient financial standing to satisfactorily carry out the Service proposing to be sub-contractor contracted to it; is being engaged in accordance with terms and conditions which are consistent with Good Industry Practice; has the Supplier shall remain responsible for legal capacity, power and authority to become a party to the provision of the Ordered Services at all times. 31.4 Sub-Contract. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 : the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 ; the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 and/or the Sub-Contractor employs unfit persons; 31.5 ; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the Authority exercises its right pursuant to Clause 31.4 above30.4, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 . Despite any permitted Sub-Contract pursuant to this Clause 3130, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents Supplier Staff also do, or refrain from doing, such act or thing. 31.7 . The sub-contracting by the Supplier of any of the Services shall not relieve the Supplier of any liability under this Framework Agreement for any breach of the obligations arising under this Framework Agreement. The Authority shall be entitled to: 31.7.1 : assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting BodyBody or other Government body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 . The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above30.7. VARIATIONS TO THIS FRAMEWORK AGREEMENT Subject to Clause 31.2 (Legislative Change) and Framework Schedule 4 (Charging Structure), this Framework Agreement may not be varied except where: the Authority notifies the Supplier that it wishes to vary the provisions of this Framework Agreement and provides the Supplier with full written details of any such proposed change; and the Authority Representative and the Supplier Representative acting reasonably, agree to the variation and a written variation agreement is signed by the Authority Representative and the Supplier Representative. If, by the date thirty (30) Working Days after notification was given under Clause 31.1.1 no agreement is reached by the Parties acting reasonably in relation to any variation requested, the Authority may, by giving written notice to the Supplier, either: agree that the Parties shall continue to perform their obligations under this Framework Agreement without the variation; or terminate this Framework Agreement with immediate effect, and such termination shall be treated as a termination pursuant to Clause 25.3 (Termination by Authority Without Cause).

TRANSFER AND SUB-CONTRACTING. 31.1 30.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalprior Approval of the Authority. 31.2 30.2 Notwithstanding the provisions of this Clause 31.1 above30, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 3 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 30.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 30.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approvalthe Approval of the Authority. 31.3 30.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approvalthe prior Approval of the Authority, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval Approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 30.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 30.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 30.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 30.4.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 30.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above30.4, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 30.6 Despite any permitted Sub-Contract pursuant to this Clause 3130, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 30.7 The Authority shall be entitled to: 31.7.1 30.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under 30.7.2 novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Supplier's obligations under this Framework Agreement. 31.8 30.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above30.

TRANSFER AND SUB-CONTRACTING. 31.1 31.1. This Framework Agreement is personal to the Supplier and the Supplier SERVICE PROVIDER. The SERVICE PROVIDER shall not assign, novate novate, sub-contract or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalprevious consent in writing of the AUTHORITY and, in the case of sub-contracting, in accordance with Clause 31.5. 31.2 31.2. Notwithstanding the provisions of Clause 31.1 above31.1, the Supplier SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to supply the Services to those Sub-Contractors listed in Schedule 10, however this shall not affect the SERVICE PROVIDER’s obligations to the AUTHORITY and any liabilities under this Framework Agreement Schedule 2 (Agreement. 31.3. In selecting, appointing and managing Sub-Contractors), the SERVICE PROVIDER shall comply with the procedures specified in Schedule 10 of this Framework Agreement. 31.4. The Supplier In the event that the SERVICE PROVIDER, in accordance with the terms of this Framework Agreement, enters into a Sub-Contract in connection with this Framework Agreement, the SERVICE PROVIDER shall ensure that terms are a term is included in any the Sub-Contract permitted under this Framework Agreement which: 31.2.1 require which requires the Supplier SERVICE PROVIDER to pay any undisputed sum all sums due thereunder to the relevant Sub-Contractor within a specified period that does period, not to exceed thirty (30) calendar days Days, from the date of receipt of a valid invoice as defined by the Supplier receives terms of the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without ApprovalContract. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional 31.5. In the event that the SERVICE PROVIDER wishes to add any new sub-contractor without Approvalor remove any Sub-Contractor, the SERVICE PROVIDER shall notify the AUTHORITY’s Sprint II Framework Manager in writing, which for the purposes of this notification may be via email, of such proposed additions or removals. In the case of additions to the list of Sub-Contractors, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement notification will contain confirmation that the selection and appointment of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered in accordance with the provisions of paragraph 3 of Schedule 10. The Agreement Change Procedure shall not apply the addition of any new sub-contractors or removal of any Sub-Contractors. 31.6. The AUTHORITY reserves the right to be unreliable and/or has not provided reasonable services require the SERVICE PROVIDER to its other customers; and/or 31.4.3 the remove or replace any Sub-Contractor employs unfit persons;or partner in the provision of the IT Solutions. Such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 31.7. In the event that the Authority AUTHORITY exercises its right pursuant to Clause 31.4 above, 31.6 the Supplier SERVICE PROVIDER shall remain responsible for maintaining use all reasonable endeavours to maintain the provision of the ServicesIT Solutions and the AUTHORITY and the SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Framework Agreement. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions 31.8. The use of its Sub-Contractors and any failure by the acts and omissions AUTHORITY to exercise its right pursuant to Clause 31.6 shall not in any way constitute any form of those employed or engaged recommendation by the AUTHORITY of the Sub-Contractors as if they were its own. An obligation on the Supplier to doContractor, whether implied or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thingotherwise. 31.7 The Authority 31.9. Subject to the provisions of Clause 31.11, the AUTHORITY shall be entitled to: 31.7.1 31.9.1. assign, novate or otherwise dispose of any or all of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting BodyAuthority; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under 31.9.2. novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the AuthorityAUTHORITY. If this transfer increases the burden of the SERVICE PROVIDER's obligations under this Framework Agreement, the SERVICE PROVIDER shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Agreement Change Procedure. 31.8 The Supplier shall enter into 31.10. Subject to the provisions of Clause 31.11, any change in the legal status of the AUTHORITY such agreement and/or deed as the that it ceases to be a Contracting Authority shall reasonably require so as not affect the validity of this Framework Agreement. In such circumstances, this Framework Agreement shall bind and inure to give effect the benefit of any successor body to any assignment, novation, transfer or disposal made the AUTHORITY. 31.11. If this Framework Agreement is novated to a body which is not a Contracting Authority pursuant to Clause 31.7 above.31.9.2, or if a successor body which is not a Contracting Authority becomes the AUTHORITY pursuant to Clause 31.10 (in the remainder of this Clause 31 both such bodies are referred to as the “transferee”): 31.11.1. the rights of termination of the AUTHORITY in Clauses 13.4.4, 13.4.5, 13.6 and 13.7 shall be available, mutatis mutandis, to the SERVICE PROVIDER in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; 31.11.2. the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof with the previous consent in writing of the SERVICE PROVIDER; and 31.11.3. the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Framework Agreement had been amended by the AUTHORITY and the SERVICE PROVIDER in accordance with Clause 9: 31.11.3.1. the reference in Clause 7.5 to “and Crown Bodies” shall be deleted; 31.11.3.2. the reference in Clause 14.5 to Clause 28 shall be deleted; 31.11.3.3. Clauses 19.7.1 and 28 shall be deleted;

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to 5.1 Save as set out in this clause 5 the Supplier and the Supplier shall Contractor may not sub-contract, assign, novate or otherwise dispose transfer, charge the benefit and/or delegate the burden of or create any trust in relation to any or all rights and obligations under this Framework Agreement the whole or any part thereof of the Contract (a “Transfer”) without the Approvalprior written consent of the DFE. 31.2 Notwithstanding 5.2 If the provisions DFE consents to a Transfer the Contractor will evidence the Transfer in writing and provide a copy of Clause 31.1 abovethe Transfer document on request. 5.3 The Contractor may award Sub-Contracts with a value per annum not exceeding £10,000 without the DFE’s consent, provided that, prior to any sub-contracting of its obligations, the Supplier shall be entitled Contractor notifies the DFE of the identity of the Sub-Contractor. 5.4 Where the DFE has consented to a Sub-Contract, copies of each Sub-Contract its obligations shall, at the request of the DFE, be sent by the Contractor to supply the Services DFE as soon as reasonably practicable. 5.5 The Contractor shall: 5.5.1 subject to those clause 5.7, advertise on Contracts Finder all Sub-Contractors listed Contract opportunities arising from or in Framework Agreement Schedule 2 (connection with this Contract above a minimum threshold of £25,000 that arise during the Term; 5.5.2 within 90 days of awarding a Sub-Contractors). Contract to a Sub-Contractor, update the notice on Contracts Finder with details of the successful Sub-Contractor; 5.5.3 monitor the number, type and value of the Sub-Contract opportunities placed on Contracts Finder advertised and awarded in its supply chain during the Term; 5.5.4 provide reports on the information at clause 5.5.3 to the Authority in the format and frequency as reasonably specified by the Authority; and 5.5.5 promote Contracts Finder to its suppliers and encourage those organisations to register on Contracts Finder. 5.6 Each advert referred to at clause 5.5.1 shall provide a fully and detailed description of the Sub-Contract opportunity with each of the mandatory fields being completed on Contracts Finder by the Contractor. 5.7 The Supplier obligation at clause 5.5.1 shall ensure only apply in respect of Sub-Contract opportunities arising after the contract award date. 5.8 Notwithstanding clause 5.5, the Authority may by giving its prior written approval, agree that a Sub-Contract opportunity is not required to be advertised on Contracts Finder. 5.9 The Contractor shall not terminate or materially amend the terms are included in of any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require without the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-ContractorDFE's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approvalprior written consent. 31.3 5.10 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority DFE may require the Supplier Contractor to terminate a Sub-Contract where it considers that: 31.4.1 if the acts or omissions of the Sub-Contractor may prejudice the provision of the Services or may be acting contrary have given rise to the interests DFE’s right of the Authority; 31.4.2 termination pursuant to clause 23 unless the Sub-Contractor is considered can remedy the breach to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the DFE’s satisfaction within 21 days of receipt by the Contractor of written notice from the DFE requiring the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant Contract to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Servicesbe terminated. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times 5.11 The Contractor shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Sub- Contractors as if they were its own. An obligation on . 5.12 If the Supplier DFE believes there are: 5.12.1 compulsory grounds for excluding a Sub-Contractor pursuant to doregulation 57 of the Regulations, the Contractor shall replace or refrain from doingnot appoint the Sub- Contractor; or 5.12.2 non-compulsory grounds for excluding a Sub-Contractor pursuant to regulation 57 of the Regulations, any act the DFE may require the Contractor to replace or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and not appoint the Sub-Contractors', employees, staff Contractor and agents also do, or refrain from doing, the Contractor shall comply with such act or thingrequirement. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalprior written consent of ESPO. 31.2 Notwithstanding the provisions of Clause 31.1 above, the The Supplier shall not be entitled to Subsub-Contract contract any of its rights or obligations to supply the Services to those Sub-Contractors listed in under this Framework Agreement Schedule 2 (Subwithout the prior consent of ESPO. 31.3 If ESPO gives consent to the Supplier to sub-Contractors). The contract assign or otherwise transfer any part of this Framework Agreement then the Supplier shall ensure that any such sub-contract complies with the terms are included in any and conditions of this Framework Agreement. 31.4 Where the Supplier enters into a Sub-Contract permitted with a supplier or contractor for the purpose of performing its obligations under this the Framework Agreement which: 31.2.1 require Agreement, it shall ensure that a provision is included in such a Sub-Contract which requires payment to be made of all sums due by the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar exceeding 30 days from the date the Supplier receives the Sub-Contractor's receipt of a valid invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 The Supplier shall not substitute 31.5 Notwithstanding any assignment or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and subcontracting the Supplier shall remain responsible liable to ESPO and/or the Customer for the provision proper performance of the Ordered Suppliers obligations under this Framework Agreement and for the delivery of Goods and/or Services under this Framework Agreement, in accordance with the details set out at all timesSchedule 1 and for the prompt correction of faults reasonably reported. 31.4 The Authority 31.6 ESPO may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 31.6.1 the Sub-Contractor may prejudice the provision of the Goods and/or Services or may be acting contrary to the interests of the AuthorityESPO; 31.4.2 31.6.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable goods and/or services to its other customers; and/or 31.4.3 31.6.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 31.7 In the event that the Authority ESPO exercises its right pursuant to Clause 31.4 aboveclause 31.6, the Supplier shall remain responsible for maintaining the provision of the Goods and/or Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority 31.8 ESPO shall be entitled to: 31.7.1 31.8.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting BodyCustomer; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under 31.8.2 novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by ESPO, provided that such assignment, novation or disposals shall not increase the Authorityburden of the Supplier’s obligations under this Framework Agreement. 31.8 31.9 The Supplier shall enter into such agreement and/or deed as the Authority ESPO shall reasonably require so as to give giving effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 aboveclause 31.8.

TRANSFER AND SUB-CONTRACTING. 31.1 34.1 This Framework Agreement is personal to the Supplier and the Supplier SUPPLIER. The SUPPLIER shall not assign, novate novate, sub-contract or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalprevious consent in writing of the AUTHORITY and, in the case of sub-contracting, in accordance with Clause 34.5. 31.2 34.2 Notwithstanding the provisions of Clause 31.1 above34.1, the Supplier SUPPLIER shall be entitled to Sub-Sub- Contract its obligations hereunder to supply the Services to those Sub-Contractors listed in Schedule 8, however this shall not affect the SUPPLIER’s obligations to the AUTHORITY and any liabilities under this Framework Agreement Schedule 2 (Agreement. 34.3 In selecting, appointing and managing Sub-Contractors). The Supplier , the SUPPLIER shall comply with the procedures specified in Schedule 8 of this Framework Agreement. 34.4 In the event that the SUPPLIER, in accordance with the terms of this Framework Agreement, enters into a Sub-Contract in connection with this Framework Agreement, the SUPPLIER shall ensure that terms are a term is included in any the Sub-Contract permitted under this Framework Agreement which: 31.2.1 require which requires the Supplier SUPPLIER to pay any undisputed sum all sums due thereunder to the relevant Sub-Contractor within a specified period that does period, not to exceed thirty (30) calendar days Days, from the date of receipt of a valid invoice as defined by the Supplier receives terms of the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without ApprovalContract. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional 34.5 In the event that the SUPPLIER wishes to add any new sub-contractor without Approvalor remove any Sub-Contractor, the SUPPLIER shall notify the AUTHORITY’s Traffic Management Technology Framework Manager in writing, which for the purposes of this notification may be via email, of such proposed additions or removals. In the case of additions to the list of Sub-Contractors, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement notification will contain confirmation that the selection and appointment of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered in accordance with the provisions of Clause 3 of Schedule 8. The Agreement Change Procedure shall not apply to be unreliable and/or has not provided reasonable services the addition of any new sub-contractors or removal of any Sub-Contractors. 34.6 The AUTHORITY reserves the right to its other customers; and/or 31.4.3 require the SUPPLIER to remove or replace any Sub-Contractor employs unfit persons;in the provision of the Traffic Management Technology. Such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 34.7 In the event that the Authority AUTHORITY exercises its right pursuant to Clause 31.4 above, 34.6 the Supplier SUPPLIER shall remain responsible for maintaining use all reasonable endeavours to maintain the provision of the ServicesTraffic Management Technology and the AUTHORITY and the SUPPLIER shall enter into good faith negotiations to discuss and minimise the impact on the Framework Agreement and any contract. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions 34.8 The use of its Sub-Contractors and any failure by the acts and omissions AUTHORITY to exercise its right pursuant to Clause 34.6 shall not in any way constitute any form of those employed or engaged recommendation by the AUTHORITY of the Sub-Contractors as if they were its own. An obligation on the Supplier to doContractor, whether implied or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thingotherwise. 31.7 The Authority 34.9 Subject to the provisions of Clause 34.11, the AUTHORITY shall be entitled to: 31.7.1 34.9.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting BodyAUTHORITY; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under 34.9.2 novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.the

TRANSFER AND SUB-CONTRACTING. 31.1 29.1 This Framework Agreement Contract is personal to the Supplier and SERVICE PROVIDER. Subject to the Supplier provisions of Clause 29.2, the SERVICE PROVIDER shall not assign, novate novate, sub-contract or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement Contract or any part thereof without the Approvalprevious consent in writing of the CUSTOMER. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier 29.2 The SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (2-8, however this shall not affect the SERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. 29.3 The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors). The Supplier Contractors shall do so in accordance with the procedure specified in Schedule 2-8. 29.4 In the event that the SERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the SERVICE PROVIDER shall ensure that terms are a term is included in any the Sub-Contract permitted under this Framework Agreement which: 31.2.1 require which requires the Supplier SERVICE PROVIDER to pay any undisputed sum all sums due thereunder to the relevant Sub-Contractor within a specified period that does period, not to exceed thirty (30) calendar days days, from the date of receipt of a valid invoice as defined by the Supplier receives terms of the Sub-Contractor's invoice; andContract. 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided 29.5 Subject to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement provisions of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above29.8, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority CUSTOMER shall be entitled to: 31.7.1 assign, novate 29.5.1 assign or otherwise dispose of its rights and obligations under this Framework Agreement Contract or any part thereof to any Other Contracting BodyAuthority; or 31.7.2 novate, transfer 29.5.2 assign or otherwise dispose of its rights and obligations under this Framework Agreement Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the AuthorityCUSTOMER; provided that where such assignment or other disposal increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. 31.8 The Supplier 29.6 Subject to the provisions of Clause 29.8, the CUSTOMER shall enter into be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: 29.6.1 novate this Contract or any part thereof to any Contracting Authority; or 29.6.2 novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER; upon such agreement and/or deed terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. 29.7 Subject to the provisions of Clause 29.8, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall reasonably require so as not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to give effect the benefit of any successor body to any assignment, novation, transfer or disposal made the CUSTOMER. 29.8 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 31.7 above.29.6.1, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 29.7 (in the remainder of this Clause 29 both such bodies are referred to as the “transferee”): 29.8.1 the rights of termination of the CUSTOMER in Clause 11.3.4, Clause 11.3.4.2, and Clause 11.5 shall be available, mutatis mutandis, to the SERVICE PROVIDER in the event of the bankruptcy, insolvency or Default of the transferee; 29.8.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the SERVICE PROVIDER; and 29.8.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the SERVICE PROVIDER in accordance with Clause 9:

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement 19.1 The Supplier shall not assign, novate, hold on trust or deal in any way with all or any part of the benefit of, or its rights or benefits under this Contract. 19.2 The Supplier shall be entitled to sub-contract its obligations relating to supply of Vehicles and Services to: 19.2.1 any Industry Sub-Contractor; and 19.2.2 any Sub-Contractor who is personal not an Industry Sub-Contractor provided that the Customer has previously granted Approval to the Supplier such Sub-Contracting and the Supplier shall not assignsubstitute or remove any such Sub-Contractor without Approval, novate such Approval not to be unreasonably withheld or otherwise dispose delayed provided that it shall be reasonable for the Authority to withhold such Approval where the proposed substitution, removal or appointment would have caused the Supplier to have failed the financial and/or technical assessment carried out as part of or create any trust in relation to any or all rights and obligations under this the award of the Framework Agreement or any part thereof without the ApprovalAgreement. 31.2 Notwithstanding the provisions 19.3 The Supplier's selection, appointment and management of Clause 31.1 above, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those all Sub-Contractors listed shall be in accordance with the procedure specified in Paragraph 2 of Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contracting any part of the Contract permitted under this Framework Agreement which: 31.2.1 require shall not relieve the Supplier to pay of any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided obligation or duty attributable to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor under the Contract and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', ' employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 19.4 The Authority Supplier shall, unless otherwise agreed with the Customer, ensure that each Sub-Contract shall be entitled toinclude: 31.7.1 19.4.1 a right under the Contracts (Rights of Third Parties) Act 1999 for the Customer to enforce the terms of that Sub-Contract as if it were the Supplier; 19.4.2 a provision enabling the Supplier to assign, novate or otherwise dispose transfer any of its rights and and/or obligations under this Framework Agreement or any part thereof the Sub-Contract to any Other Contracting Body; orthe Customer; 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement 19.4.3 a provision requiring the Sub-Contractor to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into such a direct confidentiality agreement and/or deed with the Customer on the same terms as set out in Clause 7.4 (Confidentiality); 19.4.4 a provision requiring the Authority shall reasonably require so as Sub-Contractor to give effect comply with protection of data requirements pursuant to any assignment7.1 (Malicious Software), novation, transfer or disposal made 7.2 (Security of Delivery Place) and 7.3 (Customer Data); 19.4.5 a provision requiring the Sub-Contractor to comply with the restrictions on corrupt gifts and payments pursuant to Clause 31.7 above16 (Prevention of Corruption); and 19.4.6 a provision restricting the ability of the Sub-Contractor to further sub-contract elements of the service provided to the Supplier without first seeking the prior written consent of the Customer.

TRANSFER AND SUB-CONTRACTING. 31.1 29.1 This Framework Agreement Contract is personal to the Supplier and SERVICE PROVIDER. Subject to the Supplier provisions of Clause 29.2, the SERVICE PROVIDER shall not assign, novate novate, sub-contract or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement Contract or any part thereof without the Approvalprevious consent in writing of the CUSTOMER. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier 29.2 The SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (2-8, however this shall not affect the SERVICE PROVIDER‟s obligations to the CUSTOMER and any liabilities under this Contract. 29.3 The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors). The Supplier Contractors shall do so in accordance with the procedure specified in Schedule 2-8. 29.4 In the event that the SERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the SERVICE PROVIDER shall ensure that terms are a term is included in any the Sub-Contract permitted under this Framework Agreement which: 31.2.1 require which requires the Supplier SERVICE PROVIDER to pay any undisputed sum all sums due thereunder to the relevant Sub-Contractor within a specified period that does period, not to exceed thirty (30) calendar days days, from the date of receipt of a valid invoice as defined by the Supplier receives terms of the Sub-Contractor's invoice; andContract. 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided 29.5 Subject to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement provisions of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above29.8, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority CUSTOMER shall be entitled to: 31.7.1 assign, novate 29.5.1 assign or otherwise dispose of its rights and obligations under this Framework Agreement Contract or any part thereof to any Other Contracting BodyAuthority; or 31.7.2 novate, transfer 29.5.2 assign or otherwise dispose of its rights and obligations under this Framework Agreement Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the AuthorityCUSTOMER; provided that where such assignment or other disposal increases the burden of the SERVICE PROVIDER‟s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. 31.8 The Supplier 29.6 Subject to the provisions of Clause 29.8, the CUSTOMER shall enter into be entitled, without the need to obtain the SERVICE PROVIDER‟s consent, to seek to: 29.6.1 novate this Contract or any part thereof to any Contracting Authority; or 29.6.2 novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER; upon such agreement and/or deed terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER‟s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. 29.7 Subject to the provisions of Clause 29.8, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall reasonably require so as not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to give effect the benefit of any successor body to any assignment, novation, transfer or disposal made the CUSTOMER. 29.8 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 31.7 above.29.6.1, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 29.7 (in the remainder of this Clause 29 both such bodies are referred to as the “transferee”): 29.8.1 the rights of termination of the CUSTOMER in Clause 11.3.4, Clause 11.3.4.2, and Clause 11.5 shall be available, mutatis mutandis, to the SERVICE PROVIDER in the event of the bankruptcy, insolvency or Default of the transferee; 29.8.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the SERVICE PROVIDER; and 29.8.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the SERVICE PROVIDER in accordance with Clause 9: 29.8.3.1 in Clause 28.1.1, the first reference to “in Her Majesty‟s Service” shall be replaced with “employed by the CUSTOMER or acting on its behalf” and the second and third references to “Her Majesty‟s Service” shall be replaced with “the CUSTOMER”; 29.8.3.2 in Clause 28.1.2, the words “with Her Majesty‟s Service” shall be replaced with “CUSTOMER or acting on its behalf”;

TRANSFER AND SUB-CONTRACTING. 31.1 37.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalprior written consent of the Authority. 31.2 37.2 Notwithstanding the provisions of Clause 31.1 above37.1, the Supplier shall be entitled to Sub-Contract sub- contract its obligations to supply the Available Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors) provided that the Supplier effectively manages such Sub-Contractors in accordance with Paragraph 4 of Framework Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 37.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approvalthe prior written consent of the Authority, such Approval consent not be unreasonably withheld or delayed, provided that it shall be reasonable for the Authority to withhold such consent where the proposed substitution, removal or appointment would have caused the Supplier to have failed the financial and/or technical assessment carried out as part of the pre qualification questionnaire stage which preceded the award of this Framework Agreement. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 37.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 37.4.1 the Sub-Contractor may prejudice the provision of the Available Services or may be acting contrary to the interests of the Authority; 31.4.2 37.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 37.4.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 37.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above37.4, the Supplier shall remain responsible for maintaining use all reasonable endeavours to maintain the provision of the ServicesAvailable Services and the Authority and the Supplier shall enter into good faith negotiations to agree the impact on the terms and conditions of this Framework Agreement. 31.6 37.6 Despite any permitted Subthe Supplier's right to sub-Contract contract pursuant to this Clause 3137, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier Supplier' to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Sub- Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 37.7 The Authority shall be entitled to: 31.7.1 37.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under 37.7.2 novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Supplier‟s obligations under this Framework Agreement. 31.8 37.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above37.7.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and and, subject to Clause 24.2, the Supplier shall not assign, novate novate, Sub-Contract or otherwise in any way dispose of its rights or create any trust in relation to any or all rights and obligations under this the Framework Agreement or any part thereof of it without the Approval. 31.2 . Notwithstanding the provisions of Clause 31.1 above25.1, the Supplier shall be entitled to Sub-Contract Sub‑Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 : require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor Sub‑Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 and prohibit the Sub-Contractor from further sub-contracting any element of the service Services provided to the Supplier without Approval. 31.3 the Approval of the Authority. The Supplier shall not substitute or substitute, remove a Sub-Contractor or appoint an additional Sub-Contractor without Approval (not to be unreasonably withheld). The Supplier warrants to the Authority that each Sub-Contractor: has the competence, technical ability and sufficient financial standing to provide the Services which is being sub-contractor without Approval, such Approval not contracted to it in the manner and to the standard required by this Framework Agreement and any Call Off Agreement entered into pursuant to it; is being engaged in accordance with terms and conditions which are consistent with Good Industry Practice (and which shall be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and disclosed by the Supplier shall remain responsible for to the provision of Authority when Approval is sought under this Clause 25.2); has the Ordered Services at all times. 31.4 legal capacity, power and authority to become a party to the Sub-Contract. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 : the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 ; the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services Services to its other customers; and/or 31.4.3 and/or the Sub-Contractor employs unfit persons; 31.5 ; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the Authority exercises its right pursuant to Clause 31.4 above25.3, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 . Despite any permitted Sub-Contract pursuant to this Clause 3125, the Supplier shall at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents Staff also do, or refrain from doing, such act or thing. 31.7 . The sub-contracting by the Supplier of any of the Services shall not relieve the Supplier of any liability under this Framework Agreement for any breach of the obligations arising under this Framework Agreement. The Authority shall be entitled to: 31.7.1 to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to to: any Other Contracting BodyBody or other Government body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 . The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above25.6. VARIATIONS TO THIS FRAMEWORK AGREEMENT Variation in General Subject to Clause 26.2 (Legislative Change) and Framework Schedule 3 (Charging Structure), this Framework Agreement may not be varied except where: the Authority notifies the Supplier that it wishes to vary the provisions of this Framework Agreement (including any variations suggested by the Supplier) and provides the Supplier with full written details of any such proposed change; and the Authority Representative and the Supplier Representative acting reasonably, agree to the variation and a written variation agreement is signed by the Authority Representative and the Supplier Representative.

TRANSFER AND SUB-CONTRACTING. 31.1 This The Framework Agreement is personal to the Supplier and the Supplier shall not Authority may: 31.1.1 assign, novate or otherwise dispose of or create any novate, hold in trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting other Customer or Crown Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under 31.1.2 novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Framework Authority. 31.8 The Supplier shall enter into , provided that such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer trust or disposal made shall not increase the burden of the Contractor's obligations under this Framework Agreement. 31.2 This Framework Agreement is personal to the Contractor and the Contractor shall not assign, novate or otherwise dispose of, declare a trust over or otherwise pass on the benefit of this Framework Agreement or any part thereof without the Approval of the Framework Authority. The Contractor shall not be entitled to sub- contract any of its rights or obligations under this Framework Agreement without the Framework Authority’s Approval (not to be unreasonably withheld or delayed). The circumstances where the Framework Authority may withhold or delay its Approval to the Contractor sub-contracting any of its obligations under this Framework Agreement include where it considers that the: 31.2.1 appointment of a proposed Sub-contractor may prejudice the provision of the Services or may be contrary to the interests of the Framework Authority; 31.2.2 appointment of the proposed Sub-contractor might reasonably be expected to adversely affect the compliance of the Services with any of the Standards; 31.2.3 proposed Sub-contractor has not provided reasonable services to the Framework Authority or to its other customers (including the Customers) such that such services have been subject to dispute or escalation on the grounds of poor service; 31.2.4 proposed Sub-contractor (or members of its Group) takes a stance on matters relating to corporate social responsibility (including environmental sustainability) which is inconsistent with the policies of the UK government; and/or 31.2.5 proposed Sub-contractor (or members of its Group) employs unfit persons. 31.3 As at the Commencement Date, the Material Sub-contractors listed in Paragraph 2 of Schedule 10 (Key Personnel and Approved Material Sub-contractors) have been Approved by the Framework Authority and, except to the extent otherwise Approved by the Framework Authority in writing (acting reasonably), the provisions set out in Clause 31.7 have been incorporated or shall, prior to commencement by the relevant Sub-contractor of the performance of any of the Services (or such other period as may be agreed by the parties (acting reasonably) in writing), be incorporated into each Material Sub-contract with such listed Material Sub-contractors. If the Contractor wishes to remove any Material Sub-contractors, add any more Material Sub-contractors and/or materially amend the terms of any Material Sub-contract, either under this Framework Agreement (in accordance with Clause 31.10) or in relation to one or more Call-Off Contracts, it shall obtain the Approval of the Framework Authority. 31.4 Where the Contractor wishes to add any more Material Sub-contractors, it shall provide the following information about the proposed Material Sub-contractor: 31.4.1 its name, registered office and company registration number; 31.4.2 the purposes for which the proposed Material Sub-contractor will be employed including the scope of any services to be provided by the proposed Material Sub-contractor; 31.4.3 if relevant, confirmation that the proposed Material Sub-contract requires the proposed Material Sub-contractor to comply with any relevant Service Levels; 31.4.4 where the proposed Material Sub-contractor is also an Affiliate of the Contractor, evidence that demonstrates to the reasonable satisfaction of the Framework Authority that the proposed Material Sub-contract has been agreed on “arms-length” terms; and 31.4.5 any further information reasonably requested by the Framework Authority (including the proposed Material Sub-contractors long term credit ratings issued by the Ratings Agencies). 31.5 If the supply of information required pursuant to Clause 31.4 would amount to a breach of any rules and regulations of any exchange on which the shares of the Contractor are admitted for listing and/or trading, or any other rules or regulations with which the Contractor is obliged to comply as a result of that listing, the Contractor shall be obliged to provide the Framework Authority with the relevant information only to the extent and at the first opportunity permitted by those rules and regulations and shall then provide the fullest information permitted. Any such failure to provide information shall, however, be grounds for the Framework Authority to withhold or delay its Approval. 31.6 The Framework Authority may withdraw its Approval of a Material Sub-contractor on reasonable grounds and by giving reasonable notice (being not less than twenty (20) Working Days) (or such other period as the Parties may agree in writing). Reasonable grounds shall be any of the following: 31.6.1 where the occurrence of an event analogous to a Financial Distress Event in relation to a Material Sub-contractor or any fact, circumstance or matter which could cause an event analogous to a Financial Distress Event occurs in relation to a Material Sub-contractor; 31.6.2 the Material Sub-contractor prejudices or is likely to prejudice the provision of the Services or may be contrary to the interests of the Framework Authority; 31.6.3 the Material Sub-contractor adversely affects, or might reasonably be expected to adversely affect, the compliance of the Services with any of the Standards; 31.6.4 the Material Sub-contractor has not provided reasonable services to the Framework Authority or to its other customers (including the Customers) such that such services have been subject to dispute or escalation on the grounds of poor service; 31.6.5 the Material Sub-contractor (or members of its Group) takes a stance on matters relating to corporate social responsibility (including environmental sustainability) which is inconsistent with the policies of the UK government; and/or 31.6.6 the Material Sub-contractor (or members of its Group) employs unfit persons. 31.7 aboveThe Contractor shall ensure, except where and to the extent the Framework Authority has given its Approval under Clause 31.3, given alternative directions under Clause 31.8 or consented (at its discretion) in writing to a pre-existing contract on the basis that all or part of the requirements of this Clause 31.7 may be waived, that each Material Sub-contract shall include: 31.7.1 a right under the Contracts (Rights of Third Parties) Xxx 0000 for the Framework Authority to enforce the terms of that Material Sub-contract (including in particular the wording referred to in Clause 31.7.10) as if it were the Contractor; 31.7.2 a provision enabling the Contractor to assign, novate or otherwise transfer any of its rights and/or obligations under the Material Sub- contract to the Framework Authority and also obliging the Material Sub- contractor to (at the Framework Authority’s request) enter into a direct contract with the Framework Authority in respect of the services provided for the benefit of the Framework Authority or any Direct Customers on the same terms as are in place with the Contractor, in such cases the Material Sub-contractor shall be entitled to terminate without penalty all or the relevant part of the Material Sub-Contract from the time that the new direct contract becomes effective; 31.7.3 a provision requiring the Material Sub-contractor to enter into a direct confidentiality agreement with the Framework Authority on the same terms as set out in Clause 19; 31.7.4 a provision requiring the Material Sub-contractor to comply with protection of data requirements pursuant to Clause 21; 31.7.5 a provision restricting the ability of the Material Sub-contractor to further sub-contract the service provided to the Contractor without first obtaining the prior written consent of the Contractor and the Framework Authority; 31.7.6 a provision requiring the Material Sub-contractor to have in place an appropriate exit and migration plan which enables it to comply (and will enable the Contractor to comply) with the requirements of this Framework Agreement, to put such plan into effect on any termination (however arising) or expiry of the Material Sub-contract, and otherwise to ensure that any such termination or expiry will not affect the continuity of the Services; 31.7.7 a provision enabling the Framework Authority or any other person on behalf of the Framework Authority to step-in on substantially the same terms as are set out in Clause 25; 31.7.8 a provision requiring the Contractor to pay all sums due to the Material Sub-contractor within a specified period, not to exceed twenty (20) Working Days, from the date of receipt by the Contractor of a valid invoice under the Material Sub-contract; 31.7.9 a provision requiring the Material Sub-contractor to report to the Framework Authority, within ten (10) Working Days (or such other period as the Framework Authority may permit and notify to the Contractor in writing) of the due date for payment, any material non-payment or late payment of any sums due to it from the Contractor under the provisions of the Material Sub-contract; and 31.7.10 the following wording (amended only as appropriate to conform with the layout of and definitions in the Material Sub-contract): “In any situation where either (1) the [Material Sub-contractor] has the right to terminate the [Material Sub-contract] otherwise than for convenience or (2) the [Framework Authority] has the right to terminate [the Framework Agreement] or step into [this Agreement] pursuant to Clause 25 of [the Framework Agreement], then the [Framework Authority] may require that the rights and obligations of the [Contractor] under the [Material Sub-contract] will be assigned and transferred to the [Framework Authority] either permanently or for such a period as the [Framework Authority] may specify and the [Material Sub-contractor] will consent to such assignment and transfer and continue to perform the [Material Sub-contract] directly for the benefit of the [Framework Authority]. The [Material Sub-contractor] shall not exercise any termination right referred to in (1) without having first given the [Framework Authority] at least fourteen (14) days’ advance notice in writing.” 31.8 Where the Contractor, having used all reasonable endeavours, is unable to comply with Clause 31.7, it shall notify the Framework Authority in writing of the issue, and shall act as reasonably directed by the Framework Authority in relation to the extent to which it wishes such requirements to be complied with (taking into account the difficulties the Contractor has had in this respect). 31.9 The Contractor shall not make use of a pre-existing contract with any Material Sub-contractor without the Approval of the Framework Authority, which shall not be unreasonably withheld or delayed. In such cases the Framework Authority may consent on the basis that all or part of the requirements of Clause 31.7 may be waived. 31.10 The Contractor shall not terminate or materially amend the terms of any Sub- contract without the Framework Authority's Approval, which shall not be unreasonably withheld or delayed. 31.11 The Framework Authority may require the Contractor to cease to use a Material Sub-contractor in connection with the Services where the acts or omissions of the relevant Material Sub-contractor have given rise to a Trigger Event. 31.12 Despite the Contractor's right to sub-contract pursuant to this Clause 31, the Contractor shall remain responsible for all acts and omissions of its Sub- contractors as if they were its own. 31.13 An obligation on the Contractor to do, or to refrain from doing, any act or thing shall include an obligation upon the Contractor to ensure that its, its Sub- contractors and Affiliates also do, or refrain from doing, such act or thing.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier and, subject to Clause 28.2, it shall not assign, novate novate, Sub-Contract or otherwise in any other way dispose of its rights or create any trust in relation to any or all rights and obligations under this the Framework Agreement or any part thereof of it without the Approval. 31.2 . Notwithstanding the provisions of Clause 31.1 above28.1, the Supplier shall be entitled to Sub-Contract Sub‑Contract its obligations to supply the Goods and/or Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 : require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor Sub‑Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 and prohibit the Sub-Contractor from further sub-contracting any element of the service Goods and/or Services provided to the Supplier without the Approval. 31.3 . The Supplier shall not substitute or substitute, remove a Sub-Contractor or appoint an additional Sub-Contractor without Approval (not to be unreasonably withheld). The Supplier warrants to the Authority that each Sub-Contractor: has the competence, technical ability and sufficient financial standing to provide the Goods and/or Services, which will to be sub-contractor without Approvalcontracted to it, such Approval not in the manner and to the standard required by this Framework Agreement and any Call Off Agreement entered into pursuant to it.; is being engaged in accordance with terms and conditions which are consistent with Good Industry Practice (and which shall be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and disclosed by the Supplier shall remain responsible for to the provision of Authority when Approval is sought under this Clause 28.3); has the Ordered Services at all times. 31.4 legal capacity, power and authority to become a party to the Sub-Contract. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 : the Sub-Contractor may prejudice the provision of the Goods and/or Services or may be acting contrary to the interests of the Authority; 31.4.2 ; the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services Goods and/or Services to its other customers; and/or 31.4.3 and/or the Sub-Contractor employs unfit persons; 31.5 ; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the Authority exercises its right pursuant to Clause 31.4 above28.4, the Supplier shall remain responsible for maintaining the provision of the Goods and/or Services. 31.6 . Despite any permitted Sub-Contract pursuant to this Clause 3128, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents Staff also do, or refrain from doing, such act or thing. 31.7 . The sub-contracting by the Supplier of any of the Goods and/or Services shall not relieve the Supplier of any liability under this Framework Agreement for any breach of the obligations arising under this Framework Agreement. The Authority shall be entitled to: 31.7.1 to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to to: any Other Contracting BodyBody or other Government body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 . The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above28.7.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalprior Approval of the Authority. 31.2 Notwithstanding the provisions of Clause 31.1 above31, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approvalthe Approval of the Authority. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approvalthe prior Approval of the Authority, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval Approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above31.4, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Supplier's obligations under this Framework Agreement. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above31.

TRANSFER AND SUB-CONTRACTING. 31.1 28.1 This Framework Agreement and each Insurance Services Work Order is personal to the Supplier and the Supplier EXL Holdings (US). EXL Holdings (US) shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any Insurance Services Work Order or any part thereof thereof, or purport to do so, without the Approvalprior consent in writing of the Client. 31.2 28.2 Notwithstanding the provisions of Clause 31.1 abovethat EXL Holdings (US) has express rights, the Supplier shall be entitled to Sub-Contract its liabilities, obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted and responsibilities under this Framework Agreement which: 31.2.1 require the Supplier to pay Agreement, any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element permitted or required under this Agreement or the operation of the service provided to the Supplier without Approval. 31.3 The Supplier clause 2.3 or this clause 28 shall not substitute relieve EXL Holdings (US) from any of its liabilities, obligations and responsibilities hereunder. EXL Holdings (US) shall perform all liabilities, obligations and responsibilities under this Agreement as prime contractor and shall remain primarily responsible and liable for the activities to be carried out by EXL India or remove a Sub-Contractor SPV or appoint an additional otherwise sub-contractor without Approval, contracted and for such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed EXL India or engaged by SPV or the Sub-Contractors in respect of such activities as if they were its own. An obligation on would render EXL Holdings (US) liable to the Supplier to doClient, had such acts or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents omissions been EXL Holdings (US)’s own acts and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thingomissions. 31.7 28.3 The Authority Client shall be entitled to: 31.7.1 to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; orAssociated Company of the Client by giving EXL Holdings (US) prior notice of such assignment, novation or other disposal. For the avoidance of doubt, no such assignment, novation or other disposal shall be permitted if it is an Associated Company which is providing services similar to those provided by EXL India to customers which are not Associated Companies, Authorised Agents or Authorised Users. 31.7.2 novate28.4 Save as provided in clause 28.3, transfer the Client shall only be entitled to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement Agreement, or any part thereof, with the prior approval of EXL Holdings (US). 28.5 For the avoidance of doubt, any assigns, novation or disposal permitted under clause 28.3 and 28.4 shall be subject to any other body (including any private sector body) which substantially performs any the assignee or transferee agreeing to perform the obligations of the functions that previously had been performed by Client in respect thereof and to the AuthorityGuarantees remaining in force in respect of such obligations. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 . Notwithstanding the provisions of Clause 31.1 above33.1, the Supplier shall be entitled to Subsub-Contract contract its obligations to supply the Available Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 which require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's ’s invoice; and 31.2.2 and prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 the written consent of the Authority The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayedthe prior written consent of the Authority. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 Services. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 : the Sub-Contractor may prejudice the provision of the Available Goods and Services or may be acting contrary to the interests of the Authority; 31.4.2 ; the Sub-Contractor is considered to be unreliable and/or has not provided reasonable goods and/or services to its other customers; and/or 31.4.3 and/or the Sub-Contractor employs unfit persons; 31.5 ; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the Authority exercises its right pursuant to Clause 31.4 above33.4, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite Available Services . Notwithstanding any permitted Sub-Contract pursuant to in accordance with this Clause 3133, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', ' employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 . The Authority shall be entitled to: 31.7.1 : assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 , provided that such assignment, novation or disposal shall not increase the burden of the Supplier’s obligations under this Framework Agreement. The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above33.7.

TRANSFER AND SUB-CONTRACTING. 31.1 29.1 This Framework Agreement Contract is personal to the Supplier and SERVICE PROVIDER. Subject to the Supplier provisions of Clause 29.2, the SERVICE PROVIDER shall not assign, novate novate, sub-contract or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement Contract or any part thereof without the Approvalprevious consent in writing of the CUSTOMER. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier 29.2 The SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (2-8, however this shall not affect the SERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. 29.3 The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors). The Supplier Contractors shall do so in accordance with the procedure specified in Schedule 2-8. 29.4 In the event that the SERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the SERVICE PROVIDER shall ensure that terms are a term is included in any the Sub-Contract permitted under this Framework Agreement which: 31.2.1 require which requires the Supplier SERVICE PROVIDER to pay any undisputed sum all sums due thereunder to the relevant Sub-Contractor within a specified period that does period, not to exceed thirty (30) calendar days days, from the date of receipt of a valid invoice as defined by the Supplier receives terms of the Sub-Contractor's invoice; andContract. 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided 29.5 Subject to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement provisions of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above29.8, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority CUSTOMER shall be entitled to: 31.7.1 assign, novate 29.5.1 assign or otherwise dispose of its rights and obligations under this Framework Agreement Contract or any part thereof to any Other Contracting BodyAuthority; or 31.7.2 novate, transfer 29.5.2 assign or otherwise dispose of its rights and obligations under this Framework Agreement Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the AuthorityCUSTOMER; provided that where such assignment or other disposal increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. 31.8 The Supplier 29.6 Subject to the provisions of Clause 29.8, the CUSTOMER shall enter into be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: 29.6.1 novate this Contract or any part thereof to any Contracting Authority; or 29.6.2 novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER; upon such agreement and/or deed terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. 29.7 Subject to the provisions of Clause 29.8, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall reasonably require so as not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to give effect the benefit of any successor body to any assignment, novation, transfer or disposal made the CUSTOMER. 29.8 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 31.7 above.29.6.1, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 29.7 (in the remainder of this Clause 29 both such bodies are referred to as the “transferee”): 29.8.1 the rights of termination of the CUSTOMER in Clause 11.6.4, Clause 11.6.4.2, and Clause 11.8 shall be available, mutatis mutandis, to the SERVICE PROVIDER in the event of the bankruptcy, insolvency or Default of the transferee; 29.8.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the SERVICE PROVIDER; and 29.8.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the SERVICE PROVIDER in accordance with Clause 9:

TRANSFER AND SUB-CONTRACTING. 31.1 32.1 This Framework Agreement Contract is personal to the Supplier and SERVICE PROVIDER. Subject to the Supplier provisions of Clause 32.2, the SERVICE PROVIDER shall not assign, novate novate, sub-contract or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement Contract or any part thereof without the Approvalprevious consent in writing of the CUSTOMER. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier 32.2 The SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (2-8, however this shall not affect the SERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. 32.3 The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors). The Supplier Contractors shall do so in accordance with the procedure specified in Schedule 2-8. 32.4 In the event that the SERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the SERVICE PROVIDER shall ensure that terms are a term is included in any the Sub-Contract permitted under this Framework Agreement which: 31.2.1 require which requires the Supplier SERVICE PROVIDER to pay any undisputed sum all sums due thereunder to the relevant Sub-Contractor within a specified period that does period, not to exceed thirty (30) calendar days Days, from the date of receipt of a valid invoice as defined by the Supplier receives terms of the Sub-Contractor's invoice; andContract. 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided 32.5 Subject to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement provisions of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above32.8, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority CUSTOMER shall be entitled to: 31.7.1 assign, novate 32.5.1 assign or otherwise dispose of its rights and obligations under this Framework Agreement Contract or any part thereof to any Other Contracting BodyAuthority; or 31.7.2 novate, transfer 32.5.2 assign or otherwise dispose of its rights and obligations under this Framework Agreement Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the AuthorityCUSTOMER; provided that where such assignment or other disposal increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. 31.8 The Supplier 32.6 Subject to the provisions of Clause 32.8, the CUSTOMER shall enter into be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: 32.6.1 novate this Contract or any part thereof to any Contracting Authority; or 32.6.2 novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER; upon such agreement and/or deed terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. 32.7 Subject to the provisions of Clause 32.8, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall reasonably require so as not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to give effect the benefit of any successor body to any assignment, novation, transfer or disposal made the CUSTOMER. 32.8 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 31.7 above.32.6.1, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 32.7 (in the remainder of this Clause 32 both such bodies are referred to as the “transferee”): 32.8.1 the rights of termination of the CUSTOMER in Clause 11.3.4, Clause 11.3.4.2, and Clause 11.5 shall be available, mutatis mutandis, to the SERVICE PROVIDER in the event of the bankruptcy, insolvency or Default of the transferee; 32.8.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the SERVICE PROVIDER; and 32.8.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the SERVICE PROVIDER in accordance with Clause 9: 32.8.3.1 in Clause 30.1.1, the first reference to “in Her Majesty’s Service” shall be replaced with “employed by the CUSTOMER or acting on its behalf” and the second and third references to “Her Majesty’s Service” shall be replaced with “the CUSTOMER”; 32.8.3.2 in Clause 30.1.2, the words “Her Majesty’s Service” shall be replaced with “the CUSTOMER or a person or body employed by the CUSTOMER or acting on its behalf”;

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without Approval of the Approval. 31.2 Authority. Notwithstanding the provisions of Clause 31.1 above31.1, the Supplier shall be entitled to Sub-Contract Sub‑Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 : require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor Sub‑Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 and prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 the Approval of the Authority. The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approvalwithou Approval of the Authority, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval Approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 . The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 : the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 ; the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 and/or the Sub-Contractor employs unfit persons; 31.5 ; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the Authority exercises its right pursuant to Clause 31.4 above31.4, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 . Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 . The Authority shall be entitled to: 31.7.1 : assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 , provided that such assignment, novation or disposals shall not increase the burden of the Supplier's obligations under this Framework Agreement. The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above31.7. VARIATIONS TO THIS FRAMEWORK AGREEMENT Variation in General Subject to Clause 32.2 (Legislative Change) and Framework Schedule 3 (Charging Structure), this Framework Agreement may not be varied except where: the Authority notifies the Supplier that it wishes to vary the terms of this Framework Agreement and provides the Supplier with full written details of any such proposed change; and the Authority Representative and the Supplier Representative acting reasonably, agree to the variation and a written variation agreement is signed by the Authority Representative and the Supplier Representative.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalprior written consent of the Authority. 31.2 Notwithstanding the provisions of Clause 31.1 above31.1, the Supplier shall be entitled to Sub-Contract its obligations to supply the Available Services to those Sub-Sub- Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 (a) require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar 30 days from the date the Supplier receives the Sub-Contractor's ’s invoice; and 31.2.2 (b) prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval.the written consent of the Authority 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayedthe prior written consent of the Authority. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all timesServices. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Available Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable goods and/or services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above31.4, the Supplier shall remain responsible for maintaining the provision of the Available Services. 31.6 Despite Notwithstanding any permitted Sub-Contract pursuant to in accordance with this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Sub- Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', ' employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Supplier’s obligations under this Framework Agreement. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above31.7.

TRANSFER AND SUB-CONTRACTING. 31.1 This 30.1 The Framework Agreement is personal to the Supplier Provider and the Supplier Provider shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this the Framework Agreement or any part thereof without the Approvalprevious consent in writing of the Authority. 31.2 30.2 Notwithstanding the provisions of Clause 31.1 above, clause 30.1 the Supplier Provider shall be entitled to Sub-Contract sub- contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require 10 to carry out the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element Supply of the service provided to the Supplier without ApprovalGoods. 31.3 30.3 The Supplier Provider shall not substitute or remove replace a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval the prior written consent of the Authority which shall not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor Sub- contractor, and the Supplier Provider shall remain responsible for the provision performance of the Ordered Services at all times. 31.4 . The Authority may require the Supplier Provider to terminate a Sub-Contract where it considers that:that:- 31.4.1 30.3.1 the Sub-Contractor may prejudice the provision of the Services Goods or may be acting contrary to the interests of the Authority;; and/or 31.4.2 30.3.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 30.3.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 30.4 In the event that the Authority exercises exercise its right pursuant to Clause 31.4 above, clause 30.3 the Supplier Provider shall remain responsible for maintaining use all reasonable endeavours to maintain the provision of the ServicesSupply of Goods and/or Services and the Authority and the Provider shall enter into good faith negotiations to agree the impact on the terms and conditions of the Framework Agreement. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times 30.5 The Provider shall remain be responsible for all the acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Sub- Contractors as if though they were are its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 30.6 The Authority shall be entitled to:to:- 31.7.1 30.6.1 assign, novate or otherwise dispose of its rights and obligations under this the Framework Agreement or any part thereof to any Other Contracting BodyAuthority; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this 30.6.2 novate the Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into , provided that such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 abovedisposals shall not increase the burden of the Provider’s obligations under the Framework Agreement.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal 6.1.1 Subject to the Supplier provisions Clause 6.1.2, the Provider may sub-contract this Contract to an Approved Sub-Contractor without prior Approval of the Service Purchaser. Sub-contracting any part of this Contract shall not relieve the Provider of any of its obligations or duties under this Contract and the Supplier Provider shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and impose obligations under this Framework Agreement or any part thereof without the Approval. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier shall be entitled to Sub-Contract on its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 the same terms as those imposed on it pursuant to this Contract (including ensuring that Sub-Contractors). The Supplier Contractors are subject to CQC registration or equivalent demonstrable standards if not a registerable provider and all other requirements as set out in this Contract) and shall ensure procure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further complies with such terms. 6.1.2 The Provider may sub-contracting any element of the service provided contract this Contract to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, provided it shall first notify the Service Purchaser of its intention to do so and provide the Service Purchaser with such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 information about the Sub-Contractor may prejudice as the provision Service Purchaser shall reasonably request. Unless the Service Purchaser determines within fourteen (14) Working Days from the date it receives all of the Services or may be acting contrary to information it has requested about the interests of the Authority; 31.4.2 Sub-Contractor that the Sub-Contractor is considered unsuitable the Service Purchaser shall be deemed to be unreliable and/or has not provided reasonable services have given Approval to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons;Contractor. 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier 6.1.3 The Provider shall remain be responsible for maintaining the provision acts, default, omissions and neglect of its Sub- Contractors as though they are its own. 6.1.4 The Provider shall send to the Service Purchaser on a monthly basis details of any Sub- Contractors it has engaged to deliver this Contract and/or details of the Servicessub-contract. The Provider shall also provide a copy, at no charge to the Service Purchaser, of any sub-contract on receipt of a request for such by the Service Purchaser. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 6.1.5 The Authority shall be entitled to: 31.7.1 Service Purchaser may assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement Contract or any part thereof to to: a) any Other Contracting BodyAuthority; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to b) any other body (including any private sector body) which established under statute in order substantially performs to perform any of the functions that had previously had been performed by the AuthorityService Purchaser; or c) any private sector body which substantially performs the functions of the Service Purchaser, provided that any such assignment, novation or other disposal shall not increase the burden of the Provider's obligations under this Contract. 31.8 The Supplier shall enter into 6.1.6 Any change in the legal status of the Service Purchaser such agreement and/or deed as the that it ceases to be a Contracting Authority shall reasonably not affect the validity of this Contract. In such circumstances, this Contract shall bind and enure to the benefit of any successor body to the Service Purchaser. 6.1.7 In the event that it comes to the attention of the Service Purchaser that a Sub-Contractor is not performing the Services satisfactorily the Service Purchaser reserves the right to require so as the Provider to give effect to any assignment, novation, transfer suspend or disposal made pursuant to Clause 31.7 aboveterminate the sub-contract with the Sub-Contractor and in such circumstances the Provider must immediately either take on the delivery of the Services itself or deliver them through an Approved Sub-Contractor.

TRANSFER AND SUB-CONTRACTING. ‌ 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval.prior Approval of the Authority.‌ 31.2 Notwithstanding the provisions of Clause 31.1 above31.1, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Sub- Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approvalthe Approval of the Authority. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approvalthe prior Approval of the Authority, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval Approval or endorsement of such substitute or additional sub-sub- contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that:that:‌ 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above31.4, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Sub- Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to:to:‌ 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Supplier's obligations under this Framework Agreement. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above31.7.

TRANSFER AND SUB-CONTRACTING. 31.1 This The Framework Agreement is personal to the Supplier Service Provider and the Supplier Service Provider shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this the Framework Agreement or any part thereof without the Approval. 31.2 previous consent in writing of the Authority. Notwithstanding the provisions of Clause 31.1 above, clause 21.1 the Supplier Service Provider shall be entitled to Subsub-Contract contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors)10 to carry out the Services. The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 The Supplier Service Provider shall not substitute or remove replace a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval the prior written consent of the Authority which shall not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional subSub-contractor contractor, and the Supplier Service Provider shall remain responsible for the provision performance of the Ordered Services at all times. 31.4 . The Authority may require the Supplier Service Provider to terminate a Sub-Contract where it considers that: 31.4.1 that:- the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 ; [and/or] the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; [and/or 31.4.3 ] the Sub-Contractor employs unfit persons; 31.5 ; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the Authority exercises exercise its right pursuant to Clause clause 31.4 above, the Supplier Service Provider shall remain responsible for maintaining use all reasonable endeavours to maintain the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant Services and the Authority and the Service Provider shall enter into good faith negotiations to this Clause 31, agree the Supplier at all times impact on the terms and conditions of the Framework Agreement. The Service Provider shall remain be responsible for all the acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if though they were are its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 ] The Authority shall be entitled to: 31.7.1 to:- assign, novate or otherwise dispose of its rights and obligations under this the Framework Agreement or any part thereof to any Other Contracting BodyAuthority; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this novate the Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into , provided that such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 abovedisposals shall not increase the burden of the Service Provider’s obligations under the Framework Agreement.

TRANSFER AND SUB-CONTRACTING. ‌ 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval.prior Approval of the Authority.‌ 31.2 Notwithstanding the provisions of Clause 31.1 above31.1, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Sub- Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Sub- Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approvalthe Approval of the Authority. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approvalthe prior Approval of the Authority, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval Approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that:that:‌ 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above31.4, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Sub- Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to:to:‌ 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Supplier's obligations under this Framework Agreement. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above31.7.

TRANSFER AND SUB-CONTRACTING. 31.1 32.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalprior written Approval of the Authority, such Approval to be at the Authority’s sole discretion. 31.2 32.2 Notwithstanding the provisions of Clause 31.1 above32.1, the Supplier shall be entitled to Sub-Contract its obligations to supply the Goods and Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 32.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's ’s invoice; and 31.2.2 32.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approvalthe express prior written Approval of the Authority. 31.3 32.3 In the event that the Supplier Sub-Contracts any or all of the delivery of the Goods and Services to a Sub-Contractor or Sub-Contractors, it shall ensure that the following provisions of this Framework Agreement are flowed-down in substantially equivalent form (with appropriate amendments necessary to reflect the differences in the parties) and incorporated into such Sub-Contracts: 32.3.1 Clause 10 (Prevention of Bribery and Corruption); 32.3.2 Clause 11 (Conflicts of Interest); 32.3.3 Clause 12 (Safeguard against Fraud); 32.3.4 Clause 15 (Non-Discrimination); 32.3.5 Clause 20 (Confidentiality); and 32.3.6 Clause 25 (Publicity and Branding). 32.4 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-sub- contractor without Approvalthe prior Approval of the Authority, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval Approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Goods and Services at all times. 31.4 32.5 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 32.5.1 the Sub-Contractor may prejudice the provision of the Goods and Services or may be acting contrary to the interests of the Authority; 31.4.2 32.5.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable goods and/or services to its other customers; and/or 31.4.3 32.5.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 32.6 In the event that the Authority exercises its right pursuant to Clause 31.4 above32.5, the Supplier shall remain responsible for maintaining the provision of the Goods and Services. 31.6 32.7 Despite any permitted Sub-Contract pursuant to this Clause 3132, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Sub- Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 32.8 The Authority shall be entitled to: 31.7.1 32.8.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under 32.8.2 novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Supplier’s obligations under this Framework Agreement. 31.8 32.9 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above32.8.

TRANSFER AND SUB-CONTRACTING. 31.1 24.1. This Framework Agreement is personal to the Supplier and and, subject to Clause 24.2, the Supplier shall not assign, novate novate, Sub-Contract or otherwise in any way dispose of its rights or create any trust in relation to any or all rights and obligations under this the Framework Agreement or any part thereof of it without the Approval. 31.2 24.1.1. Notwithstanding the provisions of Clause 31.1 above24.1, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 24.1.2. require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 24.1.3. prohibit the Sub-Contractor from further sub-contracting any element of the service Services provided to the Supplier without Approvalthe Approval of the Authority. 31.3 24.2. The Supplier shall not substitute or substitute, remove a Sub-Contractor or appoint an additional Sub-Contractor without Approval (not to be unreasonably withheld). The Supplier warrants to the Authority that each Sub-Contractor: 24.2.1. has the competence, technical ability and sufficient financial standing to provide the Services which is being sub-contractor without Approval, such Approval not contracted to it in the manner and to the standard required by this Framework Agreement and any Call Off Agreement entered into pursuant to it; 24.2.2. is being engaged in accordance with terms and conditions which are consistent with Good Industry Practice (and which shall be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and disclosed by the Supplier shall remain responsible for to the provision of Authority when Approval is sought under this Clause 24.2); 24.2.3. has the Ordered Services at all timeslegal capacity, power and authority to become a party to the Sub-Contract. 31.4 24.3. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 24.3.1. the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 24.3.2. the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services Services to its other customers; and/or 31.4.3 24.3.3. the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 24.4. In the event that the Authority exercises its right pursuant to Clause 31.4 above24.3, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 24.5. Despite any permitted Sub-Contract pursuant to this Clause 3124, the Supplier shall at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents Staff also do, or refrain from doing, such act or thing. The sub-contracting by the Supplier of any of the Services shall not relieve the Supplier of any liability under this Framework Agreement for any breach of the obligations arising under this Framework Agreement. 31.7 24.6. The Authority shall be entitled to: 31.7.1 to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to to: 24.6.1. any Other Contracting BodyBody or other Government body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to 24.6.2. any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 24.7. The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above24.6.

TRANSFER AND SUB-CONTRACTING. 31.1 29.1 This Framework Agreement Contract is personal to the Supplier and SERVICE PROVIDER. Subject to the Supplier provisions of Clause 29.2, the SERVICE PROVIDER shall not assign, novate novate, sub-contract or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement Contract or any part thereof without the Approvalprevious consent in writing of the CUSTOMER. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier 29.2 The SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (2-7, however this shall not affect the SERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. 29.3 The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors). The Supplier Contractors shall do so in accordance with the procedure specified in Schedule 2-7. 29.4 In the event that the SERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the SERVICE PROVIDER shall ensure that terms are a term is included in any the Sub-Contract permitted under this Framework Agreement which: 31.2.1 require which requires the Supplier SERVICE PROVIDER to pay any undisputed sum all sums due thereunder to the relevant Sub-Contractor within a specified period that does period, not to exceed thirty (30) calendar days days, from the date of receipt of a valid invoice as defined by the Supplier receives terms of the Sub-Contractor's invoice; andContract. 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided 29.5 Subject to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement provisions of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above29.8, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority CUSTOMER shall be entitled to: 31.7.1 assign, novate 29.5.1 assign or otherwise dispose of its rights and obligations under this Framework Agreement Contract or any part thereof to any Other Contracting BodyAuthority; or 31.7.2 novate, transfer 29.5.2 assign or otherwise dispose of its rights and obligations under this Framework Agreement Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the AuthorityCUSTOMER; provided that where such assignment or other disposal increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens. 31.8 The Supplier 29.6 Subject to the provisions of Clause 29.8, the CUSTOMER shall enter into such agreement and/or deed as be entitled, without the Authority shall reasonably require so as need to give effect obtain the SERVICE PROVIDER’s consent, to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.seek to:

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 . Notwithstanding the provisions of Clause 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. above, the Supplier shall be entitled to Sub-Contract SubContract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 : require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor SubContractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 and prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 . The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-sub- contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 . The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 : the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 ; the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 and/or the Sub-Contractor employs unfit persons; 31.5 ; In the event that the Authority exercises its right pursuant to Clause 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 . Despite any permitted Sub-Contract pursuant to this Clause 31TRANSFER AND SUB- CONTRACTING, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 . The Authority shall be entitled to: 31.7.1 : assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 or novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 . The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 The Authority shall be entitled to: above.

TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approvalwritten Approval of the Authority. 31.2 Notwithstanding the provisions of Clause 31.1 above31.1, the Supplier shall be entitled to Sub-Contract its obligations to supply the Goods and Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's ’s invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approvalthe Approval of the Authority. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such the prior Approval not be unreasonably withheld or delayedof the Authority. Such consent shall not constitute approval Approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Goods and Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Goods and Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable goods and/or services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons;; provided that such right shall not be exercised unreasonably, frivolously or vexatiously. 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above31.4, the Supplier shall remain responsible for maintaining the provision of the Goods and Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Supplier’s obligations under this Framework Agreement. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer novation or disposal made pursuant to Clause 31.7 above31.7.