Common use of TRANSFER AND SUB-CONTRACTING Clause in Contracts

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) 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 Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. 8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 14.1 The Supplier shall not assign, novate, subenter into a Sub-contract Contract in respect of, or in any other way dispose of of, the Contract or any part of it without the Customer’s prior Approvalwritten consent. The Customer has consented to the engagement of any Sub-contracting any part Contractors specifically identified in the Letter of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the ContractAppointment. 8.1.2 14.2 The Supplier shall be responsible for the all acts and omissions of its subSub-contractors Contractors and those employed or engaged by the Sub-Contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority 14.3 The Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) 14.3.1 any other Contracting Body; or 14.3.2 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 AuthorityCustomer; or (b) 14.3.3 any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s 's obligations under the Contract. 8.1.5 14.4 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body shall not, subject to Clause 8.1.614.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 14.5 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 14.3 to a body which is not a Contracting Authority Body or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body (in the remainder of this clause both Clause any such bodies body being referred to as “the Transferee”):-a "Transferee"): (a) 14.5.1 the rights of termination of the Authority Customer in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) Clause 8 shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default default of the Transferee;; and (b) 14.5.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 14.6 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s 's obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s 's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each 14.7 For the purposes of Clause 14.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 14.1 The Supplier Solicitor shall not assign, novate, subenter into a Sub-contract Contract in respect of, or in any other way dispose of of, the Contract or any part of it without the Client’s prior Approvalwritten consent. The Client has consented to the engagement of any Sub-contracting any part Contractors specifically identified in the Letter of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the ContractAppointment. 8.1.2 14.2 The Supplier Solicitor shall be responsible for the all acts and omissions of its subSub-contractors Contractors and those employed or engaged by the Sub-Contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority 14.3 The Client may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) 14.3.1 any other Contracting Body; or 14.3.2 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 AuthorityClient; or (b) 14.3.3 any private sector body which substantially performs the functions of the AuthorityClient, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Solicitor's obligations under the Contract. 8.1.5 14.4 Any change in the legal status of the Authority Client such that it ceases to be a Contracting Authority Body shall not, subject to Clause 8.1.614.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityClient. 8.1.6 14.5 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 14.3 to a body which is not a Contracting Authority Body or if there is a change in the legal status of the Authority Client such that it ceases to be a Contracting Authority Body (in the remainder of this clause both Clause any such bodies body being referred to as “the Transferee”):-a "Transferee"): (a) 14.5.1 the rights of termination of the Authority Client in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) Clause 8 shall be available to the Supplier Solicitor in the event of, respectively, the bankruptcy or insolvency, or Default default of the Transferee;; and (b) 14.5.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierSolicitor. 8.1.7 14.6 The Authority Client may disclose to any Transferee any Confidential Information of the Supplier Solicitor which relates to the performance of the Supplier’s Solicitor's obligations under the Contract. In such circumstances the Authority Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s Solicitor's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each 14.7 For the purposes of Clause 14.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 40.1 The Supplier SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier SERVICE PROVIDER of any obligation or duty attributable to the Supplier SERVICE PROVIDER under the Contract. 8.1.2 40.2 The Supplier SERVICE PROVIDER shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 40.3 Where the Authority CLIENT has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the AuthorityCLIENT, be sent by the Supplier SERVICE PROVIDER to the Authority CLIENT as soon as is reasonably practicable. 8.1.4 40.4 Subject to Clause 8.1.640.6, the Authority CLIENT may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) 40.4.1 any Contracting CLIENT; or 40.4.2 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 AuthorityCLIENT; or (b) 40.4.3 any private sector body which substantially performs the functions of the AuthorityCLIENT, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s SERVICE PROVIDER’S obligations under the Contract. 8.1.5 40.5 Any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority CLIENT shall not, subject to Clause 8.1.640.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCLIENT. 8.1.6 40.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 40.4 to a body which is not a Contracting Authority CLIENT or if there is a change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority CLIENT (in the remainder of this clause Clause both such bodies being referred to as “the Transferee”):- (a) 40.7 the rights of termination of the Authority CLIENT in Clauses 10.1 54 (Termination on change of control and insolvency) and 10.2 55 (Termination on Default) shall be available to the Supplier SERVICE PROVIDER in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) 40.8 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierSERVICE PROVIDER. 8.1.7 40.9 The Authority CLIENT may disclose to any Transferee any Confidential Information of the Supplier SERVICE PROVIDER which relates to the performance of the Supplier’s SERVICE PROVIDER’S obligations under the Contract. In such circumstances the Authority CLIENT shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s SERVICE PROVIDER’S obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 40.10 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier 28.1 This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approval. the CLIENT. 28.2 The SERVICE PROVIDER shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors, but this shall not relieve affect the Supplier of any obligation or duty attributable SERVICE PROVIDER‟s obligations to the Supplier CLIENT and any liabilities under the this Contract. 8.1.2 28.3 The Supplier SERVICE PROVIDER must not subcontract any of its obligations hereunder to anyone except a Sub-contractor. 28.4 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 a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due hereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of receipt of a valid invoice as defined by the terms of the Sub-Contract. 28.5 Subject to the provisions of Clause 28.8, the CLIENT shall be responsible for the acts and omissions of its sub-contractors as though they are its own.entitled to: 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate 28.5.1 assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:-to any Contracting Authority; or (a) 28.5.2 assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the CLIENT; 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 CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. 28.6 Subject to the provisions of Clause 28.8, the CLIENT shall be entitled, without the need to obtain the SERVICE PROVIDER‟s consent, to seek to: 28.6.1 novate this Contract or any part thereof to any Contracting Authority; or 28.6.2 novate its rights and obligations under this Contract to any other body (b) including any private sector body body) which substantially performs any of the functions of that previously had been performed by the Authority, CLIENT; upon such terms as the CLIENT shall propose provided that any where such assignment, novation or other disposal shall not increase increases the burden of the Supplier’s SERVICE PROVIDER‟s obligations under pursuant to this Contract, the ContractSERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. 8.1.5 Any 28.7 Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCLIENT. 8.1.6 28.8 If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CLIENT pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “transferee”): 28.8.1 the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier.SERVICE PROVIDER; and 8.1.7 The Authority may disclose to any Transferee any Confidential Information 28.8.2 the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CLIENT and the Authority SERVICE PROVIDER in accordance with Clause 8: 28.8.2.1 in Clause 27.1.1, the first reference to “in Her Majesty‟s Service” shall authorise be replaced with “employed by the Transferee CLIENT or acting on its behalf” and the second and third references to use such Confidential Information only for purposes relating to “Her Majesty‟s Service” shall be replaced with “the performance of CLIENT”; 28.8.2.2 in Clause 27.1.2, the Supplier’s obligations under the Contract and for no other purposes and words “with Her Majesty‟s Service” shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each Party shall at be replaced with “CLIENT or acting on its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.behalf”;

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 . The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 . Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 . Subject to Clause 8.1.67.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) to:- 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 Authority; or (b) or any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. 8.1.5 . Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.67.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 . If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) Transferee”):- the rights of termination of the Authority in Clauses 10.1 9.1 (Termination on change of control and insolvency) and 10.2 9.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) ; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 . The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 . 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.. Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 9.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 9.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 9.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 7.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 7.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-Sub- contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 The Supplier shall be responsible for the acts and omissions of its sub-sub- contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) 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 Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. 8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier SERVICE PROVIDER of any obligation or duty attributable to the Supplier SERVICE PROVIDER under the Contract. 8.1.2 . The Supplier SERVICE PROVIDER shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 . Where the Authority CLIENT has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the AuthorityCLIENT, be sent by the Supplier SERVICE PROVIDER to the Authority CLIENT as soon as is reasonably practicable. 8.1.4 . Subject to Clause 8.1.640.6, the Authority CLIENT may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) to:- any Contracting CLIENT; or 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 AuthorityCLIENT; or (b) or any private sector body which substantially performs the functions of the AuthorityCLIENT, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s SERVICE PROVIDER’S obligations under the Contract. 8.1.5 . Any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority CLIENT shall not, subject to Clause 8.1.640.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 CLIENT. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 40.4 to a body which is not a Contracting Authority CLIENT or if there is a change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority CLIENT (in the remainder of this clause Clause both such bodies being referred to as “the Transferee”):- (a) Transferee”):- the rights of termination of the Authority CLIENT in Clauses 10.1 54 (Termination on change of control and insolvency) and 10.2 55 (Termination on Default) shall be available to the Supplier SERVICE PROVIDER in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) ; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 SERVICE PROVIDER. The Authority CLIENT may disclose to any Transferee any Confidential Information of the Supplier SERVICE PROVIDER which relates to the performance of the Supplier’s SERVICE PROVIDER’S obligations under the Contract. In such circumstances the Authority CLIENT shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s SERVICE PROVIDER’S obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 . 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 28.1 The Supplier Contractor shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. SubApproval of a sub-contracting any part contractor shall be signified by the inclusion of the Contract shall not relieve the Supplier of any obligation or duty attributable name to the Supplier under the ContractSection 4- Administrative Instructions . Names can only be added to this list by a covering Variation. 8.1.2 28.2 The Supplier Contractor shall be responsible for the acts and omissions of its his sub-contractors as though they are its were his own. 8.1.3 Where 28.3 On giving notice to the Contractor of not less than 30 days and subject to clause 28.6 the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, shall be sent by the Supplier to the Authority as soon as is reasonably practicable.entitled to: 8.1.4 Subject to Clause 8.1.6, the Authority may assign28.3.1 Assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- (a) to 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 Authority; or (b) any private sector body which substantially performs the functions of the Contracting Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Contractor's obligations under pursuant to this Contract; or 28.3.2 Novate this Contract to any other body (including but not limited to any private sector body) which substantially performs any of the Contractfunctions that previously had been performed by any Contracting Authority. 8.1.5 28.4 To assign the Contract to another Contracting Authority or to any other body in accordance with clause 28.3 the Authority shall complete the form as set out at Appendix B, amended appropriately. 28.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6clause 28.6, affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 28.6 If the rights and obligations under the Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to clause 28.3.2 or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the Authority pursuant to clause 28.5 (in the remainder of this clause Condition both such bodies being are referred to as “the Transferee”):-"transferee"): (a) the 28.6.1 The rights of termination of the Authority in Clauses 10.1 (Termination on change of control Condition 32 and insolvency) and 10.2 (Termination on Default) Condition 33 shall be available to the Supplier Contractor in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transfereetransferee; (b) the Transferee 28.6.2 The transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the SupplierContractor; 28.6.3 The following Conditions 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 the Contract had been amended by the Parties. 8.1.7 28.6.3.1 In clause 11.1 - Recovery of Sums Due - the words "or with any Department or Agent of Her Majesty’s Government" shall be deleted; 28.6.3.2 In clause 20 - Right of Audit - ceases to be applicable in the event that the Contract is novated to a private sector body; 28.6.3.3 In clause 22.1. - Corrupt Gifts and Payments of Commission, the word "Crown" shall be replaced with the word "Authority". 28.7 The Authority may shall be entitled to disclose to any Transferee transferee any Confidential Information of the Supplier Contractor, which relates to the performance of the Supplier’s obligations under Services by the ContractContractor. In such circumstances the Authority shall authorise the Transferee transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract Services and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Informationtransferee accepts an obligation of confidence. 8.1.8 Each Party 28.8 To assign the Contract the Authority shall complete the form as set out at its own cost and expense carry outAppendix B, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contractamended appropriately.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 . The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 . Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 . Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) to:- 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 Authority; or (b) or any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. 8.1.5 . Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 . If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) Transferee”):- the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) ; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 . The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 . 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.. Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Supplier’s obligations under the Contract, then the Authority shall take all reasonable steps to ascertain whether the complaint is valid. If the Authority so decides, it may uphold the complaint, or take further action in accordance with Clause 10.2 (Termination on Default) of the Contract. In the event that the Authority is of the reasonable opinion that there has been a material breach of the Contract by the Supplier, or the Supplier’s performance of its obligations under the Contract has failed to meet the requirements set out in their Tender, without prejudice to its rights under Clause 10.2 (Termination on Default) of the Contract, do any of the following:- without terminating the Contract, itself supply or procure the supply of part of the Services until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Authority that the Supplier will once more be able to supply such part of the Services in accordance with the Contract or the Tender; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services; terminate, in accordance with Clause 10.2 (Termination on Default), the whole of the Contract; and/or charge the Supplier for and the Supplier shall pay any cost reasonably incurred by the Authority and any reasonable administration costs in respect of the supply of any part of the Services by the Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Supplier for such part of the Services and provided that the Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Supplier fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Authority shall instruct the Supplier to remedy the failure and the Supplier shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within ten (10) Working Days or such other period of time as the Authority may direct. In the event that:- the Supplier fails to comply with Clause 8.2.3 and the failure is materially adverse to the interests of the Authority or prevents the Authority from discharging a statutory duty; or the Supplier persistently fails to comply with Clause 8.2.3, the Authority reserves the right to terminate the Contract with immediate effect by giving the Supplier notice in writing. LIABILITIES

TRANSFER AND SUB-CONTRACTING. 8.1.1 15.1 The Supplier shall not assign, novate, subenter into a Sub-contract Contract in respect of, or in any other way dispose of of, the Contract or any part of it without the Customer’s prior Approvalwritten consent. The Customer has consented to the engagement of any Sub-contracting any part Contractors specifically identified in the Letter of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the ContractAppointment. 8.1.2 15.2 The Supplier shall be responsible for the all acts and omissions of its subSub-contractors Contractors and those employed or engaged by the Sub-Contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority 15.3 The Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) 15.3.1 any other Contracting Body; or 15.3.2 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 AuthorityCustomer; or (b) 15.3.3 any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s 's obligations under the Contract. 8.1.5 15.4 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body shall not, subject to Clause 8.1.614.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 15.5 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 14.3 to a body which is not a Contracting Authority Body or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body (in the remainder of this clause both Clause any such bodies body being referred to as “the Transferee”):-a "Transferee"): (a) 15.5.1 the rights of termination of the Authority Customer in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) Clause 8 shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default default of the Transferee;; and (b) 15.5.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 15.6 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s 's obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s 's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each 15.7 For the purposes of Clause 14.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier Service Provider shall not assign, novate, subSub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Service Provider under the Contract. 8.1.2 . The Supplier Service Provider shall be responsible for the acts and omissions of its subSub-contractors as though they are its own. 8.1.3 . Where the Authority Customer has consented to the placing of subSub-contracts as set out in the OrderOrder Form, copies of each subSub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Service Provider to the Authority Customer as soon as is reasonably practicable. 8.1.4 . Subject to Clause 8.1.67.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) to:- any Contracting Authority; or any other body established by the Crown or under statute in order to substantially to perform any of the functions that had previously been performed by the AuthorityCustomer; or (b) or any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierService Provider’s obligations under the Contract. 8.1.5 . Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.67.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):- (a) Transferee”):- the rights of termination of the Authority Customer in Clauses 10.1 9.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier Service Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) ; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 Service Provider. The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Service Provider which relates to the performance of the SupplierService Provider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierService Provider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 . 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier 26.1 This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 26.2, the CONTRACTOR shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approval. the CUSTOMER. 26.2 The CONTRACTOR shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors listed in Schedule 2-8; however this shall not relieve affect the Supplier of any obligation or duty attributable CONTRACTOR’s obligations to the Supplier CUSTOMER and any liabilities under the this Contract. 8.1.2 26.3 The Supplier CONTRACTOR in selecting, appointing and managing Sub-Contractors shall do so in accordance with the procedure specified in Schedule 2-8. 26.4 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 a term is included in the Sub-Contract which requires the CONTRACTOR to pay all sums due thereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of receipt of a valid invoice as defined by the terms of the Sub-Contract. 26.5 Subject to the provisions of Clause 26.8, the CUSTOMER shall be responsible for the acts and omissions of its sub-contractors as though they are its own.entitled to: 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate 26.5.1 assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:-to any Contracting Authority; or (a) 26.5.2 assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the CUSTOMER; provided that where such assignment or other disposal increases the burden of the CONTRACTOR’s obligations pursuant to this Contract, the CONTRACTOR shall be entitled to such charges as may be agreed between the CUSTOMER and the CONTRACTOR to compensate for such additional burdens. 26.6 Subject to the provisions of Clause 26.8, the CUSTOMER shall be entitled, without the need to obtain the CONTRACTOR’s consent, to seek to: 26.6.1 novate this Contract or any part thereof to any Contracting Authority; or 26.6.2 novate its rights and obligations under this Contract to any other body (b) including any private sector body body) which substantially performs any of the functions of that previously had been performed by the Authority, CUSTOMER; upon such terms as the CUSTOMER shall propose provided that any where such assignment, novation or other disposal shall not increase increases the burden of the SupplierCONTRACTOR’s obligations under pursuant to this Contract, the ContractCONTRACTOR shall be entitled to such charges as may be agreed between the CUSTOMER and the CONTRACTOR to compensate for such additional burdens. 8.1.5 Any 26.7 Subject to the provisions of Clause 26.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCUSTOMER. 8.1.6 26.8 If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 26.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 26.7 (in the remainder of this clause Clause 26 both such bodies being are referred to as the “the Transferee”):-transferee”): (a) 26.8.1 the rights of termination of the Authority CUSTOMER in Clauses 10.1 (Termination on change of control Clause 10.3.4, Clause 10.3.4.2, and insolvency) and 10.2 (Termination on Default) Clause 10.5 shall be available available, mutatis mutandis, to the Supplier CONTRACTOR in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transfereetransferee; (b) 26.8.2 the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier.CONTRACTOR; and 8.1.7 The Authority may disclose to any Transferee any Confidential Information 26.8.3 the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CUSTOMER and the Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking CONTRACTOR in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.accordance with Clause 8:

TRANSFER AND SUB-CONTRACTING. 8.1.1 14.1 The Supplier Broker shall not assign, novate, subenter into a Sub-contract Contract in respect of, or in any other way dispose of of, the Contract or any part of it without the Client’s prior Approvalwritten consent. The Client has consented to the engagement of any Sub-contracting any part Contractors specifically identified in the Letter of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the ContractAppointment. 8.1.2 14.2 The Supplier Broker shall be responsible for the all acts and omissions of its subSub-contractors Contractors and those employed or engaged by the Sub-Contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority 14.3 The Client may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) 14.3.1 any other Contracting Body; or 14.3.2 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 AuthorityClient; or (b) 14.3.3 any private sector body which substantially performs the functions of the AuthorityClient, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Broker's obligations under the Contract. 8.1.5 14.4 Any change in the legal status of the Authority Client such that it ceases to be a Contracting Authority Client shall not, subject to Clause 8.1.614.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityClient. 8.1.6 14.5 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to 14.3 a body which is not a Contracting Authority or if Body there is a change in the legal status of the Authority Client such that it ceases to be a Contracting Authority Body (in the remainder of this clause both Clause any such bodies body being referred to as “the Transferee”):-a "Transferee"): (a) 14.5.1 the rights of termination of the Authority Client in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) Clause 8 shall be available to the Supplier Broker in the event of, respectively, the bankruptcy or insolvency, or Default default of the Transferee;; and (b) 14.5.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierBroker. 8.1.7 14.6 The Authority Client may disclose to any Transferee any Confidential Information of the Supplier Broker which relates to the performance of the Supplier’s Broker's obligations under the Contract. In such circumstances the Authority Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s Broker's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each 14.7 For the purposes of Clause 14.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 7.1.1 The Supplier Service Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-Sub- contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Service Provider under the Contract. 8.1.2 7.1.2 The Supplier Service Provider shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 7.1.3 Where the Authority Customer has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Service Provider to the Authority Customer as soon as is reasonably practicable. 8.1.4 7.1.4 Subject to Clause 8.1.67.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) any Contracting Authority; or (b) 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 AuthorityCustomer; or (bc) any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierService Provider’s obligations under the Contract. 8.1.5 7.1.5 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.67.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 7.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):- (a) the rights of termination of the Authority Customer in Clauses 10.1 9 (Termination on change of control and insolvency) and 10.2 9.2 (Termination on Default) shall be available to the Supplier Service Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierService Provider. 8.1.7 7.1.7 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Service Provider which relates to the performance of the SupplierService Provider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierService Provider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 7.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 ‌ 17.1 The Supplier Solicitor shall not assign, novate, subenter into a Sub-contract Contract in respect of, or in any other way dispose of of, the Contract or any part of it without the Client’s prior Approvalwritten consent. The Client has consented to the engagement of any Sub-contracting any part Contractors specifically identified in the Letter of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the ContractAppointment. 8.1.2 17.2 The Supplier Solicitor shall be responsible for the all acts and omissions of its subSub-contractors Contractors and those employed or engaged by the Sub-Contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority 17.3 The Client may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) 17.3.1 any other Contracting Body; or 17.3.2 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 AuthorityClient; or (b) 17.3.3 any private sector body which substantially performs the functions of the AuthorityClient, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Solicitor's obligations under the Contract. 8.1.5 17.4 Any change in the legal status of the Authority Client such that it ceases to be a Contracting Authority Body shall not, subject to Clause 8.1.614.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityClient. 8.1.6 17.5 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 14.3 to a body which is not a Contracting Authority Body or if there is a change in the legal status of the Authority Client such that it ceases to be a Contracting Authority Body (in the remainder of this clause both Clause any such bodies body being referred to as “the Transferee”):-a "Transferee"): (a) 17.5.1 the rights of termination of the Authority Client in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) Clause 8 shall be available to the Supplier Solicitor in the event of, respectively, the bankruptcy or insolvency, or Default default of the Transferee;; and (b) 17.5.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierSolicitor. 8.1.7 17.6 The Authority Client may disclose to any Transferee any Confidential Information of the Supplier Solicitor which relates to the performance of the Supplier’s Solicitor's obligations under the Contract. In such circumstances the Authority Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s Solicitor's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each 17.7 For the purposes of Clause 14.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier Concession Holder shall not assign, novate, sub-contract or in any other way dispose of the Contract Concession Agreement or any part of it without prior Approval. Sub-contracting any part of the Contract Concession Agreement shall not relieve the Supplier Concession Holder of any obligation or duty attributable to the Supplier Concession Holder under the Contract. 8.1.2 Concession Agreement. The Supplier Concession Holder shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 . Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-sub- contract shall, at the request of the Authority, be sent by the Supplier Concession Holder to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the . The Authority may assign, assign novate or otherwise dispose of its rights and obligations under the Contract Concession Agreement or any part thereof to:- (a) to:- 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 Authority; or (b) or any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierConcession Holder’s obligations under the Contract. 8.1.5 Concession Agreement. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the ContractConcession Agreement. In such circumstances, the Contract Concession Agreement shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 . If the rights and obligations under the Contract Concession Agreement are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) Transferee”):- the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) insolvency and 10.2 (Termination on Default) Default shall be available to the Supplier Concession Holder in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) ; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract Concession Agreement or any part thereof with the previous consent in writing of the Supplier. 8.1.7 Concession Holder. The Authority may disclose to any Transferee any Confidential Information of the Supplier Concession Holder which relates to the performance of the SupplierConcession Holder’s obligations under the ContractConcession Agreement. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierConcession Holder’s obligations under the Contract Concession Agreement and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 . 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the ContractConcession Agreement.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CLIENT. The SERVICE PROVIDER shall be entitled to Sub-contracting Contract its obligations hereunder to the Sub-Contractors, but this shall not affect the SERVICE PROVIDER’s obligations to the CLIENT and any part liabilities under this Contract. The SERVICE PROVIDER must not subcontract any of its obligations hereunder to anyone except a Sub-contractor. 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 a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due hereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of receipt of a valid invoice as defined by the terms of the Contract shall not relieve the Supplier of any obligation or duty attributable Sub-Contract. Subject to the Supplier under provisions of Clause 28.8, the Contract. 8.1.2 The Supplier CLIENT shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- (a) to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCLIENT; or (b) any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, the CLIENT shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or 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 CLIENT; upon such terms as the CLIENT shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract. 8.1.5 Any , the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 CLIENT. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CLIENT pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.transferee”):

TRANSFER AND SUB-CONTRACTING. 8.1.1 7.1.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-Sub- contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 7.1.2 The Supplier shall be responsible for the acts and omissions of its sub-sub- contractors as though they are its own. 8.1.3 7.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 7.1.4 Subject to Clause 8.1.67.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) 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 Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. 8.1.5 7.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.67.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 7.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 9.1 (Termination on change of control and insolvency) and 10.2 9.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 7.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 7.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without the prior Approvalapproval of the Council. Sub-contracting any part of the Contract shall not relieve the Supplier Provider of any obligation or duty attributable to the Supplier Provider under the Contract. 8.1.2 . Where the Council considers whether there are grounds for the exclusion of a Sub-Contractor under Regulation 57 of the Public Contracts Regulations 2015, then: if the Council finds there are compulsory grounds for exclusion, the Provider shall replace or shall not appoint the Sub-Contractor; if the Council finds there are non-compulsory grounds for exclusion, the Council may require the Provider to replace or not to appoint the Sub-Contractor and the Provider shall comply with such a requirement. The Supplier Provider shall be responsible for the acts and omissions of its subSub-contractors Contractors as though they are its own. 8.1.3 . Where the Authority Council has consented to the placing of sub-contracts as set out in the Ordercontracts, copies of each sub-contract shall, at the request of the AuthorityCouncil, be sent by the Supplier Provider to the Authority Council as soon as is reasonably practicable. 8.1.4 . Subject to Clause 8.1.6H2.1(f), the Authority Council may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) to: any Contracting Authority; or 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 AuthorityCouncil; or (b) or any private sector body which substantially performs the functions of the Authority, Council; provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierProvider’s obligations under the Contract. 8.1.5 . Any change in the legal status of the Authority Council such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6H2.1(f), affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 Council. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 H2.1(f) to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority Council such that it ceases to be a Contracting Authority (in the remainder of this clause Clause both such bodies being referred to as “"the Transferee”):- (a) Transferee"): the rights of termination of the Authority Council in Clauses 10.1 D1 (Termination on insolvency and change of control and insolvencycontrol) and 10.2 D2 (Termination on Default) shall be available to the Supplier Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) ; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 Provider. The Authority Council may disclose to any Transferee any Confidential Information of the Supplier Provider which relates to the performance of the SupplierProvider’s obligations under the Contract. In such circumstances the Authority Council shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierProvider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. 8.1.8 . 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 33.1 The Supplier shall benefit and/or burden of this Contract may not assignbe subcontracted, novateassigned or otherwise disposed of in whole or in part by the Contractor without Approval. Such consent may be given subject to any conditions which the Authority considers necessary, but will not be unreasonably withheld or delayed. The Authority reserves the right to withdraw its consent to any subcontractor where it has reasonable grounds to no longer approve of the subcontractor or the subcontracting arrangement. Notwithstanding the foregoing provisions of this Condition 33.1, the Contractor may assign or otherwise transfer or sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-this contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-or any right or obligation hereunder for the purposes of a solvent amalgamation, re- organisation or reconstruction within the Contractor’s Group. (a33.2 On giving notice to the Contractor of not less than 30 days, the Authority shall be entitled to assign any or all of its rights under the Contract to any contracting authority as defined in Regulation 3(i)(a) 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 Authority; or and (b) any private sector body which substantially performs the functions of the AuthorityPublic Services Contracts Regulations 1993, provided that any such assignment, novation or other disposal assignment shall not materially increase the burden of the SupplierContractor’s obligations under the Contract. 8.1.5 Any change in 33.3 Where the legal status Contractor subcontracts the delivery of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract all or any part thereof of the Service, the Contractor shall nonetheless remain accountable in all respects to the Authority for the full and proper delivery of the Service. 33.4 The Contractor shall include in its contracts with suppliers or subcontractors engaged for the purposes of providing the Services a written condition undertaking to make payment for the supply of their goods and/or services within 30 days of receipt of the supplier's or subcontractor's invoice (provided that such goods and/or services have been supplied in accordance with the previous consent relevant contract). 33.5 The Contractor shall satisfy itself that its sub-contractors (and/or their respective employees) are suitable in all respects to provide the Service. 33.6 The Contractor shall forthwith notify the Authority immediately in writing of any claim brought against the Supplier. 8.1.7 The Authority may disclose to any Transferee any Confidential Information Contractor arising out of the Supplier which relates to the performance of the Supplier’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes or relating to the performance Contractor's provision of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 (Service including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit any claim made against any subcontractor of the provisions Contractor of which the ContractContractor receives notification or otherwise becomes aware.

TRANSFER AND SUB-CONTRACTING. 8.1.1 13.1 The Supplier shall not assign, novate, subenter into a Sub-contract Contract in respect of, or in any other way dispose of of, the Contract or any part of it without the Customer’s prior Approvalwritten consent. The Customer has consented to the engagement of any Sub-contracting any part Contractors specifically identified in the Letter of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the ContractAppointment. 8.1.2 13.2 The Supplier shall be responsible for the all acts and omissions of its subSub-contractors Contractors and those employed or engaged by the Sub-Contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority 13.3 The Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) 13.3.1 any other Contracting Body; or 13.3.2 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 AuthorityCustomer; or (b) 13.3.3 any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s 's obligations under the Contract. 8.1.5 13.4 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body shall not, subject to Clause 8.1.614.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 13.5 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 14.3 to a body which is not a Contracting Authority Body or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body (in the remainder of this clause both Clause any such bodies body being referred to as “the Transferee”):-a "Transferee"): (a) 13.5.1 the rights of termination of the Authority Customer in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) Clause 8 shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default default of the Transferee;; and (b) 13.5.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 13.6 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s 's obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s 's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each 13.7 For the purposes of Clause 14.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CLIENT. The SERVICE PROVIDER shall be entitled to Sub-contracting Contract its obligations hereunder to the Sub-Contractors, but this shall not affect the SERVICE PROVIDER’s obligations to the CLIENT and any part liabilities under this Contract. The SERVICE PROVIDER must not subcontract any of its obligations hereunder to anyone except a Sub-contractor. 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 a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due hereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of receipt of a valid invoice as defined by the terms of the Contract shall not relieve the Supplier of any obligation or duty attributable Sub-Contract. Subject to the Supplier under provisions of Clause 28.8, the Contract. 8.1.2 The Supplier CLIENT shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- (a) to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCLIENT; or (b) any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, the CLIENT shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or 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 CLIENT; upon such terms as the CLIENT shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract. 8.1.5 Any , the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 CLIENT. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CLIENT pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “transferee”): the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CLIENT and the SERVICE PROVIDER in accordance with Clause : in Clause 27.1.1, the first reference to “in Her Majesty’s Service” shall be replaced with “employed by the CLIENT or acting on its behalf” and the second and third references to “Her Majesty’s Service” shall be replaced with “the CLIENT”; in Clause 27.1.2, the words “with Her Majesty’s Service” shall be replaced with “CLIENT or acting on its behalf”; in Clause 27.2, the words “Her Majesty’s Service” shall be replaced with “the CLIENT”; and Clause 20 shall be deleted. Unless otherwise stated to the performance of the Supplier’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating contrary, any reference to the performance of SERVICE PROVIDER’s personnel within this Contract shall include the SupplierSub-Contractor’s obligations under personnel, and where applicable any reference to the Contract and for no other purposes and SERVICE PROVIDER shall take all reasonable steps to ensure that include the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each Party Sub-Contractor. Notwithstanding any Sub-Contracting permitted hereunder, the SERVICE PROVIDER shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time remain primarily responsible for the purpose acts and omissions of giving that other party its Sub-Contractors as though they were its own. The CLIENT shall not be liable for any payment whatsoever to Sub-Contractors, the full benefit burden of which shall be solely with the provisions of the ContractSERVICE PROVIDER.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CLIENT. The SERVICE PROVIDER shall be entitled to Sub-contracting Contract its obligations hereunder to the Sub-Contractors, but this shall not affect the SERVICE PROVIDER’s obligations to the CLIENT and any part liabilities under this Contract. The SERVICE PROVIDER must not subcontract any of its obligations hereunder to anyone except a Sub-contractor. 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 a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due hereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of receipt of a valid invoice as defined by the terms of the Contract shall not relieve the Supplier of any obligation or duty attributable Sub-Contract. Subject to the Supplier under provisions of Clause 28.8, the Contract. 8.1.2 The Supplier CLIENT shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- (a) to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCLIENT; or (b) any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, the CLIENT shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to: novate this Contract or any part thereof to any Contracting Authority; or 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 CLIENT; upon such terms as the CLIENT shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract. 8.1.5 Any , the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 CLIENT. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CLIENT pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.transferee”):

TRANSFER AND SUB-CONTRACTING. 8.1.1 6.1.1 The Supplier Contractor shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-Sub- contracting any part of the Contract shall not relieve the Supplier Contractor of any obligation of its obligations or duty attributable to the Supplier duties under the Contract. 8.1.2 6.1.2 The Supplier Contractor shall be responsible for the acts and omissions of its sub-sub- contractors as though they are its own. 8.1.3 6.1.3 Where the Authority Customer has consented to the placing of sub-contracts as set out in the Ordercontracts, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Contractor to the Authority Customer as soon as is reasonably practicable. 8.1.4 6.1.4 Subject to Clause 8.1.66.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) any Contracting Authority; or (b) 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 AuthorityCustomer; or (bc) any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Contractor's obligations under the Contract. 8.1.5 6.1.5 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.66.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 6.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 6.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):-Transferee"):- (a) the rights of termination of the Authority Customer in Clauses 10.1 8.1 (Termination on insolvency and change of control and insolvencycontrol) and 10.2 8.2 (Termination on Default) shall be available to the Supplier Contractor in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee;; and (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierContractor. 8.1.7 6.1.7 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Contractor which relates to the performance of the Supplier’s Contractor's obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s Contractor's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. 8.1.8 6.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 7.1.1 The Supplier Service Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval except that the Service Provider may engage freelance trainers to provide training without Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Service Provider under the Contract. 8.1.2 7.1.2 The Supplier Service Provider shall be responsible for the acts and omissions of its sub-sub- contractors as though they are its own. 8.1.3 7.1.3 Where the Authority Customer has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Service Provider to the Authority Customer as soon as is reasonably practicable. 8.1.4 7.1.4 Subject to Clause 8.1.67.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) any Contracting Authority; or (b) 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 AuthorityCustomer; or (bc) any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Service Provider‟s obligations under the Contract. 8.1.5 7.1.5 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.67.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 7.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):- (a) the rights of termination of the Authority Customer in Clauses 10.1 9.1 (Termination on change of control and insolvency) and 10.2 9.2 (Termination on Default) shall be available to the Supplier Service Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierService Provider. 8.1.7 7.1.7 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Service Provider which relates to the performance of the Supplier’s Service Provider‟s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s Service Provider‟s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 7.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 36.1 The Supplier shall not assignassign (or cause to be assigned or transferred, novatewhether actually or as the result of takeover, merger or other change of identity), sub-contract or in any other way dispose of the Agreement and/or any Call-off Contract or any part of it those (whether by trust device or otherwise) without prior Approval. Approval of the authority . 36.2 Notwithstanding Condition 36.1 (Transfer and Sub-contracting Contracting), the Supplier may assign to a third party (“the Assignee”) the right to receive payment of the Call-of Contract Price or any part of the Contract shall not relieve the Supplier of any obligation or duty attributable thereof due to the Supplier under the Call-of Contract in question (including any interest to which the Authority is liable under the Late Payments of Commercial Debts (Interest) Act 1998). Any assignment under this Condition 36.2 (Transfer and Sub-Contracting) shall be subject to: a) deduction of any sums in respect of which the Authority exercises its right of recovery under Condition 23 (Recovery of Sums Due to the Authority); and b) all related rights of the Authority under the Agreement and/or any Call-off Contract in relation to the recovery of sums due but unpaid. c) The Authority receiving notification under the remainder of this condition: In the event that the Supplier assigns the right to receive the Call-off Contract Price under this condition the Supplier shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Supplier shall notify the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. 36.3 On giving notice to the Supplier of not less than 30 days, the Authority shall be entitled to assign any or all of its rights under the Contract to any Contracting Authority, provided that such assignment shall not materially increase the burden of the Supplier's obligations under the Agreement and Contract. 8.1.2 36.4 The Supplier shall procure that its sub-contractors comply at all times with obligations no less onerous than those of the Supplier under this Agreement and/or any Call-off Contract and shall demonstrate such compliance to the Authority on the Authority’s reasonable request. 36.5 The Supplier shall be responsible for the acts and omissions of its his sub-contractors as though they are its were his own. 8.1.3 36.6 The Supplier shall not use the services of self-employed individuals without prior Approval. 36.7 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each Supplier enters into a sub-contract shall, at for the request provision of any part of the AuthorityServices, be sent by the Supplier shall ensure that a term is included in the sub-contract which requires the Supplier to pay all sums due to the Authority sub-contractor within a specified period, not exceeding 30 days from the date of receipt of a valid invoice as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) any other body established defined by the Crown or under statute in order substantially to perform any terms of the functions that had previously been performed by the Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contractsub-contract. 8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 ‌ 14.1 The Supplier shall not assign, novate, subenter into a Sub-contract Contract in respect of, or in any other way dispose of of, the Contract or any part of it without the Customer’s prior Approvalwritten consent. The Customer has consented to the engagement of any Sub-contracting any part Contractors specifically identified in the Letter of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the ContractAppointment. 8.1.2 14.2 The Supplier shall be responsible for the all acts and omissions of its subSub-contractors Contractors and those employed or engaged by the Sub-Contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority 14.3 The Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) 14.3.1 any other Contracting Body; or 14.3.2 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 AuthorityCustomer; or (b) 14.3.3 any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s 's obligations under the Contract. 8.1.5 14.4 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body shall not, subject to Clause 8.1.614.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 14.5 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 14.3 to a body which is not a Contracting Authority Body or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body (in the remainder of this clause both Clause any such bodies body being referred to as “the Transferee”):-a "Transferee"): (a) 14.5.1 the rights of termination of the Authority Customer in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) Clause 8 shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default default of the Transferee;; and (b) 14.5.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 14.6 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s 's obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s 's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each 14.7 For the purposes of Clause 14.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 29.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CUSTOMER. The SERVICE PROVIDER shall be entitled to Sub-contracting Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the SERVICE PROVIDER’s obligations to the CUSTOMER and any part liabilities under this Contract. The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall do so in accordance with the procedure specified in Schedule 2-8. 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 a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of receipt of a valid invoice as defined by the terms of the Contract shall not relieve the Supplier of any obligation or duty attributable Sub-Contract. Subject to the Supplier under provisions of Clause 29.8, the Contract. 8.1.2 The Supplier CUSTOMER shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- (a) to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCUSTOMER; or (b) any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE 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. Subject to the provisions of Clause 29.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or 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 terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract. 8.1.5 Any , 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. Subject to the provisions of Clause 29.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 CUSTOMER. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 29.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 29.7 (in the remainder of this clause Clause 29 both such bodies being are referred to as the “the Transferee”):- (a) transferee”): the rights of termination of the Authority CUSTOMER in Clauses 10.1 (Termination on change of control Clause 11.3.4, Clause 1.1.1.7, and insolvency) and 10.2 (Termination on Default) Clause 11.5 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transferee; (b) transferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CUSTOMER and the Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking SERVICE PROVIDER in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.accordance with Clause 9:

TRANSFER AND SUB-CONTRACTING. 8.1.1 7.1.1 The Supplier Contractor shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Contractor of any obligation or duty attributable to the Supplier Contractor under the Contract. 8.1.2 7.1.2 The Supplier Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 7.1.3 Where the Authority Customer has consented to the placing of sub-contracts as set out in the Ordercontracts, copies of each sub-sub- contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Contractor to the Authority Customer as soon as is reasonably practicable. 8.1.4 7.1.4 Subject to Clause 8.1.67.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) any Contracting Authority; or (b) 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 AuthorityCustomer; or (bc) any private sector body which substantially performs the functions of the Authority, Customer; provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierContractor’s obligations under the Contract. 8.1.5 7.1.5 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.67.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 7.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):-Transferee"):- (a) the rights of termination of the Authority Customer in Clauses 10.1 9.1 (Termination on insolvency and change of control and insolvencycontrol) and 10.2 9.2 (Termination on Default) shall be available to the Supplier Contractor in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee;; and (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierContractor. 8.1.7 7.1.7 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Contractor which relates to the performance of the SupplierContractor’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierContractor’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. 8.1.8 7.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 6.1.1 The Supplier Contractor shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Contractor of any obligation of its obligations or duty attributable to the Supplier duties under the Contract. 8.1.2 6.1.2 The Supplier Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 6.1.3 Where the Authority Customer has consented to the placing of sub-contracts as set out in the Ordercontracts, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Contractor to the Authority Customer as soon as is reasonably practicable. 8.1.4 6.1.4 Subject to Clause 8.1.66.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) any Contracting Authority; or (b) 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 AuthorityCustomer; or (bc) any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Contractor's obligations under the Contract. 8.1.5 6.1.5 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.66.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 6.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 6.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):-Transferee"):- (a) the rights of termination of the Authority Customer in Clauses 10.1 8.1 (Termination on insolvency and change of control and insolvencycontrol) and 10.2 8.2 (Termination on Default) shall be available to the Supplier Contractor in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee;; and (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierContractor. 8.1.7 6.1.7 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Contractor which relates to the performance of the Supplier’s Contractor's obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s Contractor's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. 8.1.8 6.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 6.1.1 The Supplier Contractor shall not assign, novate, sub-contract novate or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part Approval provided that the Contractor shall be entitled to transfer all its rights and obligations under the Contract to an affiliate to which substantially all the assets and business of the Contract Contractor have been or are to be transferred and, from the date of such transfer, references to the Contractor shall be read as references to such affiliate.. The Contractor shall not relieve be entitled to sub-contract any of its rights or obligations under this Contract save that the Supplier Contractor may provide its services through or in conjunction with one or more of any obligation or duty attributable its affiliates as notified to the Supplier under Customer from time to time, provided always that the Contract. 8.1.2 The Supplier Contractor shall be remain responsible for the all acts and omissions of its any sub-contractors as though they are contractor and nothing under this Clause 6.1.1 shall absolve the Contractor from its ownobligations to the Customer under this Agreement and references in the Agreement to the Contractor shall, save where the context otherwise requires, include any such affiliates. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority 6.1.2 The Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) any Contracting Authority; or (b) 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 AuthorityCustomer; or (bc) any private sector body which substantially performs the functions of that had previously been performed by the AuthorityCustomer, (each a “Transferee”) provided that any such assignment, novation or other disposal shall not (i) increase the burden of the Supplier’s Contractor's obligations under the ContractContract and (ii) be subject to the completion of such procedures (including, without limitation, in respect of client identification and anti money laundering) as the Provider is required to operate by Law. 8.1.5 6.1.3 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 6.1.4 The Authority 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 Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s Contractor's obligations under the Contract and for no other purposes and shall take all reasonable steps provided that such Transferee has agreed in writing to ensure that the Transferee gives a confidentiality undertaking in relation to treat such Confidential InformationInformation in identical fashion to the Customer under the Contract. 8.1.8 6.1.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 The Supplier shall be responsible for the acts and omissions of its sub-sub- contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) 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 Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. 8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 This Agreement is personal to the CONTRACTOR. The Supplier CONTRACTOR shall not assign, novate, sub-contract Sub‑Contract or in any other way otherwise dispose of the Contract this Agreement or any part thereof without the previous consent in writing of it without prior Approvalthe AUTHORITY. The AUTHORITY hereby consents to the CONTRACTOR's Sub‑Contracting of its obligations to the Sub‑Contractors specified in the relevant part of Schedule 9. Notwithstanding any Sub-contracting any part of Contracting permitted hereunder, the Contract CONTRACTOR shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 The Supplier shall be remain primarily responsible for the acts and omissions of its subSub-contractors Contractors as though they are were its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 . Subject to Clause 8.1.632.5, the Authority may AUTHORITY shall be entitled to: assign, novate or otherwise dispose of its rights and obligations under the Contract this Agreement or any part thereof to:- together with any associated third party software licences granted pursuant to Clause 5.3.2 (asubject to those listed in Schedule 8 as requiring the consent of the relevant third party licensor prior to transfer) to any contracting authority (as defined in Regulation 5(2) of the Public Contracts (Works, Services and Supply) (Amendment) Regulations 2000) (a "Contracting Authority"); or novate this Agreement together with any associated third party software licences granted pursuant to Clause 5.3.2 (subject to those listed in Schedule 8 as requiring the consent of the relevant third party licensor prior to transfer) to any other body established by the Crown or under statute in order (including but not limited to any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityAUTHORITY; or (b) any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation or other disposal shall not increase increases the burden of the Supplier’s CONTRACTOR's obligations under pursuant to this Agreement, the Contract. 8.1.5 CONTRACTOR shall be entitled to such additional Charges as may be agreed between the parties to compensate for such additional burdens. Any change in the legal status of the Authority AUTHORITY such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.632.5, affect the validity of the Contractthis Agreement. In such circumstances, the Contract this Agreement shall bind and inure to the benefit of be binding on any successor body to the Authority. 8.1.6 AUTHORITY. If the rights and obligations under the Contract are assigned, this Agreement is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 32.3.2 or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the AUTHORITY pursuant to Clause 32.4 (in the remainder of this clause Clause both such bodies being are referred to as “the Transferee”):- (a) "transferee"): the rights of termination of the Authority AUTHORITY in Clauses 10.1 (Termination on change of control Clause 16.1.2, Clause 16.1.3 and insolvency) and 10.2 (Termination on Default) 16.2 shall be available available, mutatis mutandis, to the Supplier CONTRACTOR in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transferee; (b) transferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract this Agreement or any part thereof with the previous consent in writing of the Supplier. 8.1.7 CONTRACTOR; the rights acquired by the transferee relating to the Use of the Software shall not extend beyond the activities previously performed by the AUTHORITY and, in particular, the transferee shall not be entitled to perform any service bureau or facilities management services utilising the Software for any third party; the rights of the AUTHORITY under Clause 29 shall cease; and 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 Agreement had been amended by the parties in accordance with Clause 33: in Clause 15.1 the word "Crown" shall be replaced with "AUTHORITY"; Clause 18.1, the words "or with any department, office or agency of the Crown" shall be deleted; Clause 28.1.1, the words "on Her Majesty's Service" in the first line shall be replaced with "employed by the AUTHORITY or acting on its behalf" and the second reference to "Her Majesty's Service" in the fourth line shall be replaced with "the AUTHORITY"; In Clause 28.1.2, the words "on Her Majesty's Service" shall be replaced with "employed by the AUTHORITY or acting on its behalf"; and in Clause 28.2, the words "for Her Majesty's Service" shall be replaced with "with the AUTHORITY". The Authority may AUTHORITY shall be entitled to disclose to any Transferee transferee any Confidential Information of the Supplier CONTRACTOR which relates to the performance of the Supplier’s obligations under Services by the ContractCONTRACTOR. In such circumstances the Authority AUTHORITY shall authorise the Transferee transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract Services and for no other purposes and and, for the avoidance of doubt, the transferee shall take all reasonable steps to ensure that be bound by the Transferee gives a confidentiality undertaking contained herein in relation to such Confidential Information. 8.1.8 Each . This Agreement shall not be varied or amended unless such variation or amendment is agreed in writing by a duly authorised representative of the AUTHORITY on behalf of the AUTHORITY and by a duly authorised representative of the CONTRACTOR on behalf of the CONTRACTOR by means of a document substantially in the format of the document shown in Schedule 10. Except as otherwise expressly provided no communication from one Party to the other shall at its own cost and expense carry outhave any validity under this Agreement unless made in writing by or on behalf of the AUTHORITY or as the case may be by or on behalf of the CONTRACTOR. Any notice or other communication whatsoever which either Party hereto is required or authorised by this Agreement to give or make to the other shall be given or made either by letter, delivered by hand or by post, or use all reasonable endeavours by facsimile transmission confirmed by post, addressed to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time in the manner referred to time in Clause 34.3 below and if that letter is not returned as being undelivered that notice or communication shall be deemed for the purposes of this Agreement to have been given or made upon delivery to the addressee, for a letter delivered by hand, after two days for a letter delivered by post or four hours for a facsimile transmission. For the purposes of Clause 34.2 above the address of each Party shall be: For the AUTHORITY: Telephone: XXXXXXXXXX [REDACTED DUE TO FOIA EXEMPTION No 40] Facsimile: XXXXXXXXXX [REDACTED DUE TO FOIA EXEMPTION No 40] For the CONTRACTOR: Telephone XXXXXXXXXX [REDACTED DUE TO FOIA EXEMPTION No 40] e-mail XXXXXXXXXX [REDACTED DUE TO FOIA EXEMPTION No 40] Either Party may change its address for service by notice as provided in this Clause 34. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid illegal or unenforceable provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of giving this Agreement, the AUTHORITY and the CONTRACTOR shall immediately commence good faith negotiations to remedy such invalidity. The CONTRACTOR and the AUTHORITY expressly agree that should any limitation or provision contained in the Agreement be held to be invalid under any particular statute or law, or any rule, regulation or bye-law having force of law, it shall, to that extent, be deemed to be omitted but, if either the AUTHORITY or the CONTRACTOR thereby becomes liable for loss or damage which would otherwise have been excluded, such liability shall be subject to the other party the full benefit of the limitations and provisions of the Contractset out herein.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 29.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CUSTOMER. The SERVICE PROVIDER shall be entitled to Sub-contracting Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the SERVICE PROVIDER’s obligations to the CUSTOMER and any part liabilities under this Contract. The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall do so in accordance with the procedure specified in Schedule 2-8. 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 a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of receipt of a valid invoice as defined by the terms of the Contract shall not relieve the Supplier of any obligation or duty attributable Sub-Contract. Subject to the Supplier under provisions of Clause 29.8, the Contract. 8.1.2 The Supplier CUSTOMER shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- (a) to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCUSTOMER; or (b) any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE 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. Subject to the provisions of Clause 29.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or 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 terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract. 8.1.5 Any , 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. Subject to the provisions of Clause 29.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 CUSTOMER. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 29.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 29.7 (in the remainder of this clause Clause 29 both such bodies being are referred to as the “the Transferee”):- (a) transferee”): the rights of termination of the Authority CUSTOMER in Clauses 10.1 (Termination on change of control Clause 11.6.4, Clause 11.6.4.2, and insolvency) and 10.2 (Termination on Default) Clause 11.8 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transferee; (b) transferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplierchange 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: in Clause 28.1.1, the first reference to “in Her Majesty’s obligations under Service” shall be replaced with “employed by the ContractCUSTOMER or acting on its behalf” and the second and third references to “Her Majesty’s Service” shall be replaced with “the CUSTOMER”; in Clause 28.1.2, the words “with Her Majesty’s Service” shall be replaced with “CUSTOMER or acting on its behalf”; in Clause 28.2, the words “Her Majesty’s Service” shall be replaced with “the CUSTOMER”; and Clause 21 shall be deleted. In such circumstances the Authority shall authorise the Transferee Where an assignment, other disposal or novation pursuant to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of Clause 29.5 or 29.6 leads to an ethical dilemma for the ContractSERVICE PROVIDER such that the SERVICE PROVIDER would, in its opinion, be committing an act of grave misconduct in the course of its business or profession, the SERVICE PROVIDER and CUSTOMER shall meet to consider the detail of that ethical dilemma. In this respect, the parties shall enter into good faith negotiations to find a suitable remedy to the situation. Any such remedy shall be made in accordance with the Contract Change Procedures if necessary. Unless otherwise stated to the contrary, any reference to the SERVICE PROVIDER’s personnel within this Contract shall include the Sub-Contractor’s personnel, and where applicable any reference to the SERVICE PROVIDER shall include the Sub-Contractor. Notwithstanding any Sub-Contracting permitted hereunder, the SERVICE PROVIDER shall remain primarily responsible for the acts and omissions of its Sub-Contractors as though they were its own. The CUSTOMER shall not be liable for any payment whatsoever to Sub-Contractors, the burden of which shall be solely with the SERVICE PROVIDER.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier 28.1 This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approval. the CLIENT. 28.2 The SERVICE PROVIDER shall be entitled to Sub-contracting any part of Contract its obligations hereunder to the Contract Sub-Contractors, but this shall not relieve affect the Supplier of any obligation or duty attributable SERVICE PROVIDER’s obligations to the Supplier CLIENT and any liabilities under the this Contract. 8.1.2 28.3 The Supplier SERVICE PROVIDER must not subcontract any of its obligations hereunder to anyone except a Sub-contractor. 28.4 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 a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due hereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of receipt of a valid invoice as defined by the terms of the Sub-Contract. 28.5 Subject to the provisions of Clause 28.8, the CLIENT shall be responsible for the acts and omissions of its sub-contractors as though they are its own.entitled to: 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate 28.5.1 assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:-to any Contracting Authority; or (a) 28.5.2 assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the CLIENT; 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 CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. 28.6 Subject to the provisions of Clause 28.8, the CLIENT shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: 28.6.1 novate this Contract or any part thereof to any Contracting Authority; or 28.6.2 novate its rights and obligations under this Contract to any other body (b) including any private sector body body) which substantially performs any of the functions of that previously had been performed by the Authority, CLIENT; upon such terms as the CLIENT shall propose provided that any where such assignment, novation or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations under pursuant to this Contract, the ContractSERVICE PROVIDER shall be entitled to such charges as may be agreed between the CLIENT and the SERVICE PROVIDER to compensate for such additional burdens. 8.1.5 Any 28.7 Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CLIENT such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the AuthorityCLIENT. 8.1.6 28.8 If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CLIENT pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “transferee”): 28.8.1 the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier.SERVICE PROVIDER; and 8.1.7 The Authority may disclose to any Transferee any Confidential Information 28.8.2 the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CLIENT and the Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking SERVICE PROVIDER in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.accordance with Clause 8:

TRANSFER AND SUB-CONTRACTING. 8.1.1 26.1 The Supplier Agreement is personal to the Provider and NR and neither the Provider nor NR shall not assign, novate, novate or otherwise dispose of the Agreement or any part thereof without Approval. Neither the Provider nor NR shall be entitled to sub-contract any of its rights or obligations under this Agreement save that the Provider may provide its services through or in any other way dispose conjunction with one or more of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable its affiliates as notified to the Supplier under Authority from time to time, provided always that the Contract. 8.1.2 The Supplier Provider shall be remain responsible for the all acts and omissions of its any sub-contractors as though they are contractor and nothing under this Clause 26.1 shall absolve the Provider from its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier obligations to the Authority as soon as is reasonably practicableunder this Agreement and references in the Agreement to the Provider shall, save where the context otherwise requires, include any such affiliates. 8.1.4 Subject to Clause 8.1.6, the Authority may 26.2 UKFI shall be entitled to:- 26.2.1 assign, novate or otherwise dispose of its rights and obligations under the Contract Agreement or any part thereof to:-to any Crown body with the Provider’s consent not to be unreasonably withheld or delayed; or 26.2.2 novate the Agreement to any other body (a) including any other body established by the Crown or under statute in order or any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the Authority; or , (beach a “Transferee”) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Provider's obligations under the ContractAgreement and provided further that such Transferee satisfies the Provider’s conflict clearance, and such other reasonable internal processes as may be reasonably required in connection with the Transferee’s adoption as a client by the Provider. 8.1.5 26.3 Any change in the legal status of the Authority UKFI such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the ContractAgreement. In such circumstances, the Contract Agreement shall bind and inure to the benefit of any successor body to the AuthorityUKFI. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 26.4 The Authority may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s Provider's obligations under the Contract. In such circumstances the Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential InformationAgreement. 8.1.8 26.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the ContractAgreement.

TRANSFER AND SUB-CONTRACTING. 8.1.1 26.1 The Supplier Framework Agreement is personal to the Provider and the Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of the Framework Agreement or any part thereof and the Provider shall not absolve itself of any rights or obligations (including by sub- contracting its rights or obligations) (in this Clause 26 an “Assignment”) under this Framework Agreement except and to any extent with the prior consent of the Authority in writing or where such Assignment is pursuant to a solvent amalgamation or reconstruction and is made to another member of a Provider Group (in this Clause 26 the “Assignee”) which is and will continue to be and be fully able to; 26.1.1 meet and comply with the requirements and obligations of this Framework Agreement, and 26.1.2 be not such that Clause 20 or any part of it applies or will apply to the Assignee, 26.2 The Provider shall always notify the Authority of its intention to make any Assignment and provide such other information as the Authority may reasonably require concerning the Assignee sufficiently in advance of the proposed Assignment to enable the Authority to be satisfied as to the application of this Clause 26 to the Assignment, the Authority acting with reasonable dispatch. 26.3 In deciding whether to grant consent to any Assignment the Authority shall have especial regard to ensuring demonstrable compliance with the Law including in respect of procurement, the safeguarding of children and the DPA, the transparency, financial competence and probity of its suppliers and the Authority’s reputation and standing. 26.4 The Authority shall be entitled to: 26.4.1 assign, novate or otherwise make disposition of its rights and obligations under the Contract Framework Agreement or any part thereof to:-to any User Body; or (a) 26.4.2 novate the Framework Agreement to any other body established by (including any private sector body other than s direct competitor of the Crown or Provider in relation to any of the services which may be provided under statute in order this Framework Agreement) which substantially to perform performs any of the functions that previously had previously been performed by the Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal disposals shall not increase the burden of the Supplier’s Provider's obligations under the ContractFramework Agreement. 8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 7.1.1 The Supplier Provider shall not assign, novate, subSub-contract Ccontract or in any other way dispose of the Contract or any part of it without prior Approvalapproval of the Customer (such approval not to be unreasonably withheld or delayed). Sub-contracting Contracting any part of the Contract shall not relieve the Supplier Provider of any obligation or duty attributable to the Supplier Provider under the Contract. 8.1.2 7.1.2 The Supplier Provider shall be responsible for the acts and omissions of its sub-contractors Sub- Contractors as though they are its own. 8.1.3 7.1.3 Where the Authority Customer has consented to the placing of subSub-contracts as set out in the OrderContracts, copies of each subSub-contract Contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Provider to the Authority Customer as soon as is reasonably practicable. 8.1.4 7.1.4 Subject to Clause 8.1.6clause 7.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) any Contracting Authority; or (b) 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 AuthorityCustomer; or (bc) any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierProvider’s obligations under the Contract. 8.1.5 7.1.5 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6clause 7.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 7.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 clause 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):-Transferee"):- (a) the rights of termination of the Authority Customer in Clauses clauses 10.1 (Termination on insolvency and change of control and insolvencycontrol) and 10.2 (Termination on Default) shall be available to the Supplier Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee;; and (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierProvider. 8.1.7 7.1.7 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Provider which relates to the performance of the SupplierProvider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierProvider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. 8.1.8 7.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CUSTOMER. The SERVICE PROVIDER shall be entitled to Sub-contracting Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the SERVICE PROVIDER’s obligations to the CUSTOMER and any part liabilities under this Contract. The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall do so in accordance with the procedure specified in Schedule 2-8. 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 a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) Days, from the date of receipt of a valid invoice as defined by the terms of the Contract shall not relieve the Supplier of any obligation or duty attributable Sub-Contract. Subject to the Supplier under provisions of Clause 28.8, the Contract. 8.1.2 The Supplier CUSTOMER shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- (a) to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCUSTOMER; or (b) any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE 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. Subject to the provisions of Clause 28.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or 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 terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract. 8.1.5 Any , 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. Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 CUSTOMER. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “the Transferee”):- (a) transferee”): the rights of termination of the Authority CUSTOMER in Clauses 10.1 (Termination on change of control Clause 10.3.4, Clause 1.1.1.7, and insolvency) and 10.2 (Termination on Default) Clause 10.5 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transferee; (b) transferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CUSTOMER and the Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking SERVICE PROVIDER in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.accordance with Clause 8:

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier Service Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Service Provider under the Contract. 8.1.2 . The Supplier Service Provider shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 . Where the Authority Customer has consented to the placing of sub-contracts as set out in the Ordercontracts, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Service Provider to the Authority Customer as soon as is reasonably practicable. 8.1.4 . Subject to Clause 8.1.66.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) to:- any Contracting Authority; or 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 AuthorityCustomer; or (b) or any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Service Provider's obligations under the Contract. 8.1.5 . Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.66.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 6.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):- (a) Transferee"):- the rights of termination of the Authority Customer in Clauses 10.1 8.1 (Termination on insolvency and change of control and insolvencycontrol) and 10.2 8.2 (Termination on Default) shall be available to the Supplier Service Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) ; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 Service Provider. The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Service Provider which relates to the performance of the Supplier’s Service Provider's obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s Service Provider's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. 8.1.8 . 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier Provider shall not assign, novate, subSub-contract Ccontract or in any other way dispose of the Contract or any part of it without prior Approvalapproval of the Customer (such approval not to be unreasonably withheld or delayed). Sub-contracting Contracting any part of the Contract shall not relieve the Supplier Provider of any obligation or duty attributable to the Supplier Provider under the Contract. 8.1.2 . The Supplier Provider shall be responsible for the acts and omissions of its subSub-contractors Contractors as though they are its own. 8.1.3 . Where the Authority Customer has consented to the placing of subSub-contracts as set out in the OrderContracts, copies of each subSub-contract Contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Provider to the Authority Customer as soon as is reasonably practicable. 8.1.4 . Subject to Clause 8.1.6clause 7.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) to:- any Contracting Authority; or 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 AuthorityCustomer; or (b) or any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierProvider’s obligations under the Contract. 8.1.5 . Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6clause 7.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 clause 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):- (a) Transferee"):- the rights of termination of the Authority Customer in Clauses clauses 10.1 (Termination on insolvency and change of control and insolvencycontrol) and 10.2 (Termination on Default) shall be available to the Supplier Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) ; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 Provider. The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Provider which relates to the performance of the SupplierProvider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierProvider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. 8.1.8 . 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) 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 Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. 8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 9.1 (Termination on change of control and insolvency) and 10.2 9.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) 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 Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. 8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 11.1 (Termination on change of control and insolvency) and 10.2 11.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier Framework Agreement is personal to the Service Provider and the Service Provider shall not assign, novate, novate or otherwise dispose of the Framework Agreement or any part thereof without the previous consent in writing of the Authority. [The Service Provider shall not be entitled to sub-contract any of its rights or obligations under this Framework Agreement.] OR [Notwithstanding the provisions of clause 19.1 the Service Provider shall be entitled to sub-contract its obligations to the Sub-Contractors listed in any other way dispose Schedule 10 to carry out the Services. The Service Provider shall not substitute or replace a Sub-Contractor without the prior written consent of the Contract Authority which shall not be unreasonably withheld or any part delayed. Such consent shall not constitute approval or endorsement of it without prior Approval. such Sub-contracting any part contractor, and the Service Provider shall remain responsible for the performance of the Services at all times. The Authority may require the Service Provider to terminate a Sub-Contract where it considers that:- the Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests of the Authority; [and/or] the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; [and/or] the Sub-Contractor employs unfit persons; provided that such right shall not relieve be exercised unreasonably, frivolously or vexatiously. In the Supplier event that the Authority exercise its right pursuant to clause 30.4 the Service Provider shall use all reasonable endeavours to maintain the provision of any obligation or duty attributable the Services and the Authority and the Service Provider shall enter into good faith negotiations to agree the Supplier under impact on the Contract. 8.1.2 terms and conditions of the Framework Agreement. The Supplier Service Provider shall be responsible for the acts and omissions of its subSub-contractors Contractors as though they are its own. 8.1.3 Where the ] The Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, shall be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may entitled to:- assign, novate or otherwise dispose of its rights and obligations under the Contract Framework Agreement or any part thereof to:- (a) to any Contracting Authority; or novate the Framework Agreement to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal disposals shall not increase the burden of the SupplierService Provider’s obligations under the ContractFramework Agreement. 8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 14.1 The Supplier shall not assign, novate, subenter into a Sub-contract Contract in respect of, or in any other way dispose of of, the Contract or any part of it without the Customer’s prior Approvalwritten consent. The Customer has consented to the engagement of any Sub-contracting any part Contractors specifically identified in the Letter of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the ContractAppointment. 8.1.2 14.2 The Supplier shall be responsible for the all acts and omissions of its subSub-contractors Contractors and those employed or engaged by the Sub-Contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority 14.3 The Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) 14.3.1 any other Contracting Body; or 14.3.2 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 AuthorityCustomer; or (b) 14.3.3 any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s 's obligations under the Contract. 8.1.5 14.4 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body shall not, subject to Clause 8.1.614.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 14.5 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 14.3 to a body which is not a Contracting Authority Body or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body (in the remainder of this clause both Clauseany such bodies body being referred to as “the Transferee”):-a "Transferee"): (a) 14.5.1 the rights of termination of the Authority Customer in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) Clause 8 shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default default of the Transferee;; and (b) 14.5.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 14.6 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s 's obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s 's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each 14.7 For the purposes of Clause 14.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 6.1.1 The Supplier Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. In addition, the Provider shall not without prior Approval change or replace any sub-contractor that it has appointed to provide the Services or any part thereof. 6.1.2 Sub-contracting any part of the Contract shall not relieve the Supplier Provider of any obligation of its obligations or duty attributable to the Supplier duties under the Contract. 8.1.2 . The Supplier Provider shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 6.1.3 Where the Authority Council has consented to the placing of sub-contracts as set out in the Ordercontracts, copies of each sub-contract shall, at the request of the AuthorityCouncil, be sent by the Supplier Provider to the Authority Council as soon as is reasonably practicable. 8.1.4 6.1.4 Subject to Clause 8.1.66.1.6, the Authority Council may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) any Contracting Authority; or (b) 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 AuthorityCouncil; or (bc) any private sector body which substantially performs any of the functions of the AuthorityCouncil, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s Provider's obligations under the Contract. 8.1.5 6.1.5 Any change in the legal status of the Authority Council such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.66.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCouncil. 8.1.6 6.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 6.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority Council such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “"the Transferee”):-Transferee"):- (a) the rights of termination of the Authority Council in Clauses 10.1 8.1 (Termination on insolvency and change of control and insolvencycontrol) and 10.2 8.2 (Termination on Default) shall be available to the Supplier Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee;; and (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierProvider. 8.1.7 6.1.7 The Authority Council may disclose to any Transferee any Confidential Information of the Supplier Provider which relates to the performance of the Supplier’s Provider's obligations under the Contract. In such circumstances the Authority Council shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s Provider's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. 8.1.8 6.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 9.1.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-Sub- contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. 8.1.2 9.1.2 The Supplier shall be responsible for the acts and omissions of its sub-sub- contractors as though they are its own. 8.1.3 9.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 9.1.4 Subject to Clause 8.1.69.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) 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 Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract. 8.1.5 9.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.69.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 9.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 9.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 11.1 (Termination on change of control and insolvency) and 10.2 11.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 9.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 9.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 14.1 The Supplier shall not assign, novate, subenter into a Sub-contract Contract in respect of, or in any other way dispose of of, the Contract or any part of it without the Authority’s prior Approvalwritten consent. The Authority has consented to the engagement of any Sub-contracting any part Contractors specifically identified in the Letter of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the ContractAppointment. 8.1.2 14.2 The Supplier shall be responsible for the all acts and omissions of its subSub-contractors Contractors and those employed or engaged by the Sub-Contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the 14.3 The Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) 14.3.1 any other Contracting Body; or 14.3.2 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 Authority; or (b) 14.3.3 any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s 's obligations under the Contract. 8.1.5 14.4 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority Body shall not, subject to Clause 8.1.614.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 14.5 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 14.3 to a body which is not a Contracting Authority Body or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority Body (in the remainder of this clause both Clause any such bodies body being referred to as “the Transferee”):-a "Transferee"): (a) 14.5.1 the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) Clause 8 shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default default of the Transferee;; and (b) 14.5.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 14.6 The Authority may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s 's obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s 's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each 14.7 For the purposes of Clause 14.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier Contractor shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Contractor of any obligation or duty attributable to the Supplier Contractor under the Contract. 8.1.2 The Supplier Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier Contractor to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) 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 Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierContractor’s obligations under the Contract. 8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier Contractor in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierContractor. 8.1.7 The Authority may disclose to any Transferee any Confidential Information of the Supplier Contractor which relates to the performance of the SupplierContractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierContractor’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier Framework Agreement is personal to the Provider and the Provider shall not assign, novate, novate or otherwise dispose of the Framework Agreement or any part thereof without the previous consent in writing of the Authority. Notwithstanding the provisions of clause 30.1 the Provider shall be entitled to sub-contract its obligations to the Sub-Contractors listed in Schedule 10 to carry out the Supply of Goods. The Provider shall not substitute or in any other way dispose replace a Sub-Contractor without the prior written consent of the Contract Authority which shall not be unreasonably withheld or any part delayed. Such consent shall not constitute approval or endorsement of it without prior Approval. such Sub-contracting any part contractor, and the Provider shall remain responsible for the performance of the Services at all times. The Authority may require the Provider to terminate a Sub-Contract where it considers that:- the Sub-Contractor may prejudice the provision of the Goods or may be contrary to the interests of the Authority; and/or the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or the Sub-Contractor employs unfit persons; provided that such right shall not relieve be exercised unreasonably, frivolously or vexatiously. In the Supplier event that the Authority exercise its right pursuant to clause 30.4 the Provider shall use all reasonable endeavours to maintain the provision of any obligation or duty attributable the Supply of Goods and/or Services and the Authority and the Provider shall enter into good faith negotiations to agree the Supplier under impact on the Contract. 8.1.2 terms and conditions of the Framework Agreement. The Supplier Provider shall be responsible for the acts and omissions of its subSub-contractors Contractors as though they are its own. 8.1.3 Where the ] The Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, shall be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may entitled to:- assign, novate or otherwise dispose of its rights and obligations under the Contract Framework Agreement or any part thereof to:- (a) to any Contracting Authority; or novate the Framework Agreement to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the Authority; or (b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal disposals shall not increase the burden of the SupplierProvider’s obligations under the ContractFramework Agreement. 8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):- (a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority 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 Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 7.1.1 The Supplier Service Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Service Provider under the Contract. 8.1.2 7.1.2 The Supplier Service Provider shall be responsible for the acts and omissions of its sub-sub- contractors as though they are its own. 8.1.3 7.1.3 Where the Authority Customer has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Service Provider to the Authority Customer as soon as is reasonably practicable. 8.1.4 7.1.4 Subject to Clause 8.1.67.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) any Contracting Authority; or (b) 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 AuthorityCustomer; or (bc) any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierService Provider’s obligations under the Contract. 8.1.5 7.1.5 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.67.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 7.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 7.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):- (a) the rights of termination of the Authority Customer in Clauses 10.1 9.1 (Termination on change of control and insolvency) and 10.2 9.2 (Termination on Default) shall be available to the Supplier Service Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierService Provider. 8.1.7 7.1.7 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Service Provider which relates to the performance of the SupplierService Provider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierService Provider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 7.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 28.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CUSTOMER. The SERVICE PROVIDER shall be entitled to Sub-contracting Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the SERVICE PROVIDER’s obligations to the CUSTOMER and any part liabilities under this Contract. The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall do so in accordance with the procedure specified in Schedule 2-8. 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 a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of receipt of a valid invoice as defined by the terms of the Contract shall not relieve the Supplier of any obligation or duty attributable Sub-Contract. Subject to the Supplier under provisions of Clause 28.8, the Contract. 8.1.2 The Supplier CUSTOMER shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- (a) to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCUSTOMER; or (b) any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE 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. Subject to the provisions of Clause 28.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or 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 terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract. 8.1.5 Any , 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. Subject to the provisions of Clause 28.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 CUSTOMER. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 28.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 28.7 (in the remainder of this clause Clause 28 both such bodies being are referred to as the “the Transferee”):- (a) transferee”): the rights of termination of the Authority CUSTOMER in Clauses 10.1 (Termination on change of control Clause 10.3.4, Clause 1.1.1.7, and insolvency) and 10.2 (Termination on Default) Clause 10.5 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transferee; (b) transferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplier’s obligations under change of status (as appropriate) as set out below as if this Contract had been amended by the Contract. In such circumstances CUSTOMER and the Authority 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 purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking SERVICE PROVIDER in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.accordance with Clause 8:

TRANSFER AND SUB-CONTRACTING. 8.1.1 14.1 The Supplier shall not assign, novate, subenter into a Sub-contract Contract in respect of, or in any other way dispose of of, the Contract or any part of it without the Customer‟s prior Approvalwritten consent. The Customer has consented to the engagement of any Sub-contracting any part Contractors specifically identified in the Letter of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the ContractAppointment. 8.1.2 14.2 The Supplier shall be responsible for the all acts and omissions of its subSub-contractors Contractors and those employed or engaged by the Sub-Contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority 14.3 The Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) 14.3.1 any other Contracting Body; or 14.3.2 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 AuthorityCustomer; or (b) 14.3.3 any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s 's obligations under the Contract. 8.1.5 14.4 The Customer may, if it so chooses, nominate the sub-contractors to be used for bought in services or contract them directly. The Customer will consult fully with the Supplier before exercising this right. 14.5 The customer may, if it chooses, use its in-house resources, business units and other framework agreements to deliver specific services. The Customer will consult fully with the Supplier before exercising this right. 14.6 Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body shall not, subject to Clause 8.1.614.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCustomer. 8.1.6 14.7 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 14.3 to a body which is not a Contracting Authority Body or if there is a change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority Body (in the remainder of this clause both Clause any such bodies body being referred to as “the Transferee”):-a "Transferee"): (a) 14.7.1 the rights of termination of the Authority Customer in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) Clause 8 shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default default of the Transferee;; and (b) 14.7.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 14.8 The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s 's obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s 's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each 14.9 For the purposes of Clause 14.5 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 31.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the this Contract or any part thereof without the previous consent in writing of it without prior Approvalthe CUSTOMER. The SERVICE PROVIDER shall be entitled to Sub-contracting Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the SERVICE PROVIDER’s obligations to the CUSTOMER and any part liabilities under this Contract. The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall do so in accordance with the procedure specified in Schedule 2-8. 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 a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) Days, from the date of receipt of a valid invoice as defined by the terms of the Contract shall not relieve the Supplier of any obligation or duty attributable Sub-Contract. Subject to the Supplier under provisions of Clause 31.8, the Contract. 8.1.2 The Supplier CUSTOMER shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate entitled to: assign or otherwise dispose of its rights and obligations under the this Contract or any part thereof to:- (a) to any Contracting Authority; or assign or otherwise dispose of its rights and obligations under this Contract to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityCUSTOMER; or (b) any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation assignment or other disposal shall not increase increases the burden of the SupplierSERVICE 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. Subject to the provisions of Clause 31.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER’s consent, to seek to: novate this Contract or any part thereof to any Contracting Authority; or 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 terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER’s obligations pursuant to this Contract. 8.1.5 Any , 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. Subject to the provisions of Clause 31.8, any change in the legal status of the Authority CUSTOMER such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the this Contract. In such circumstances, the this Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 CUSTOMER. If the rights and obligations under the this Contract are assigned, is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 31.6.1, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the CUSTOMER pursuant to Clause 31.7 (in the remainder of this clause Clause 31 both such bodies being are referred to as the “the Transferee”):- (a) transferee”): the rights of termination of the Authority CUSTOMER in Clauses 10.1 (Termination on change of control Clause 11.3.4, Clause , and insolvency) and 10.2 (Termination on Default) Clause 11.5 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transferee; (b) transferee; the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the this Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 The Authority may disclose to any Transferee any Confidential Information SERVICE PROVIDER; and the following Clauses shall be varied from the date of the Supplier which relates 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: 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”; 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”; in Clause 30.2, 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”; and Clause 21 shall be deleted. Unless otherwise stated to the performance of the Supplier’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating contrary, any reference to the performance of SERVICE PROVIDER’s personnel within this Contract shall include the SupplierSub-Contractor’s obligations under personnel, and where applicable any reference to the Contract and for no other purposes and SERVICE PROVIDER shall take all reasonable steps to ensure that include the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 Each Party Sub-Contractor. Notwithstanding any Sub-Contracting permitted hereunder, the SERVICE PROVIDER shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time remain primarily responsible for the purpose acts and omissions of giving that other party its Sub-Contractors as though they were its own. The CUSTOMER shall not be liable for any payment whatsoever to Sub-Contractors, the full benefit burden of which shall be solely with the provisions of the ContractSERVICE PROVIDER.

TRANSFER AND SUB-CONTRACTING. 8.1.1 (a) The Supplier Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without the prior Approvalapproval of the Council. Sub-contracting any part of the Contract shall not relieve the Supplier Provider of any obligation or duty attributable to the Supplier Provider under the Contract. 8.1.2 (b) Where the Authority considers whether there are grounds for the exclusion of a Sub-Provider under Regulation 57 of the Public Contracts Regulations 2015, then: i. if the Authority finds there are compulsory grounds for exclusion, the Provider shall replace or shall not appoint the Sub-Contractor; ii. if the Authority finds there are non-compulsory grounds for exclusion, the Authority may require the Provider to replace or not to appoint the Sub-Contractor and the Provider shall comply with such a requirement. (c) The Supplier Provider shall be responsible for the acts and omissions of its subSub-contractors Contractors as though they are its own. 8.1.3 (d) Where the Authority Council has consented to the placing of sub-contracts as set out in the Ordercontracts, copies of each sub-contract shall, at the request of the AuthorityCouncil, be sent by the Supplier Provider to the Authority Council as soon as is reasonably practicable. 8.1.4 (e) Subject to Clause 8.1.6H2.1(f), the Authority Council may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) i. any Contracting Authority; or ii. 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 AuthorityCouncil; or (b) iii. any private sector body which substantially performs the functions of the Authority, Council; (f) provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierProvider’s obligations under the Contract. 8.1.5 (g) Any change in the legal status of the Authority Council such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6H2.1(f), affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCouncil. 8.1.6 (h) If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 H2.1(f) to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority Council such that it ceases to be a Contracting Authority (in the remainder of this clause Clause both such bodies being referred to as “"the Transferee”):-Transferee"): (a) i. the rights of termination of the Authority Council in Clauses 10.1 D1 (Termination on insolvency and change of control and insolvencycontrol) and 10.2 D2 (Termination on Default) shall be available to the Supplier Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee;; and (b) ii. the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierProvider. 8.1.7 (i) The Authority Council may disclose to any Transferee any Confidential Information of the Supplier Provider which relates to the performance of the SupplierProvider’s obligations under the Contract. In such circumstances the Authority Council shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierProvider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. 8.1.8 (j) 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Provider under the Contract. 8.1.2 . The Supplier Provider shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 . Where the Authority Customer has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Provider to the Authority Customer as soon as is reasonably practicable. 8.1.4 . Subject to Clause 8.1.611.1.6, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) to:- any Contracting Authority; or 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 AuthorityCustomer; or (b) or any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierService Provider’s obligations under the Contract. 8.1.5 . Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.611.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 11.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):- (a) Transferee”):- the rights of termination of the Authority Customer in Clauses 10.1 13.1 (Termination on change of control and insolvency) and 10.2 13.2 (Termination on Default) shall be available to the Supplier Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) ; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 Provider. The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Provider which relates to the performance of the SupplierProvider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierProvider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 . 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier Service Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier Service Provider of any obligation or duty attributable to the Supplier Service Provider under the Contract. 8.1.2 . The Supplier Service Provider shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 8.1.3 . Where the Authority Customer has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the AuthorityCustomer, be sent by the Supplier Service Provider to the Authority Customer as soon as is reasonably practicable. 8.1.4 . Subject to Clause 8.1.617.1.30, the Authority Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:- (a) to:- any Contracting Authority; or 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 AuthorityCustomer; or (b) or any private sector body which substantially performs the functions of the AuthorityCustomer, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierService Provider’s obligations under the Contract. 8.1.5 . Any change in the legal status of the Authority Customer such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.617.1.30, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. 8.1.6 Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 17.1.28 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority 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”):- (a) Transferee”):- the rights of termination of the Authority Customer in Clauses 10.1 23.1.1(m) (Termination on change of control and insolvency) and 10.2 24 (Termination on Default) shall be available to the Supplier Service Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) ; the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. 8.1.7 Service Provider. The Authority Customer may disclose to any Transferee any Confidential Information of the Supplier Service Provider which relates to the performance of the SupplierService Provider’s obligations under the Contract. In such circumstances the Authority Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierService Provider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 . 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.

TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier 31.1. This Framework Agreement is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 31.5, the SERVICE PROVIDER shall not assign, novate, sub-contract or in any other way otherwise dispose of the Contract this Framework Agreement or any part of it thereof without prior Approval. Sub-contracting any part the previous consent in writing of the Contract shall not relieve the Supplier of any obligation or duty attributable AUTHORITY. 31.2. Subject to the Supplier under provisions of Clause 31.4, the Contract. 8.1.2 The Supplier AUTHORITY shall be responsible for the acts and omissions of its sub-contractors as though they are its own.entitled to: 8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable. 8.1.4 Subject to Clause 8.1.6, the Authority may 31.2.1. assign, novate or otherwise dispose of its rights and obligations under the Contract this Framework Agreement or any part thereof to:-to any Contracting Authority; or (a) 31.2.2. novate this Framework Agreement to any other body established by the Crown or under statute in order (including any private sector body) which substantially to perform performs any of the functions that previously had previously been performed by the AuthorityAUTHORITY; or (b) any private sector body which substantially performs the functions of the Authority, provided that any where such assignment, novation or other disposal shall not increase increases the burden of the SupplierSERVICE PROVIDER’s obligations under pursuant to this Framework Agreement, the ContractSERVICE PROVIDER shall be entitled to such charges as may be agreed between the AUTHORITY and the SERVICE PROVIDER to compensate for such additional burdens. 8.1.5 Any 31.3. Subject to the provisions of Clause 31.4, any change in the legal status of the Authority AUTHORITY such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, not affect the validity of the Contractthis Framework Agreement. In such circumstances, the Contract this Framework Agreement shall bind and inure to the benefit of any successor body to the AuthorityAUTHORITY. 8.1.6 31.4. If the rights and obligations under the Contract are assigned, this Framework Agreement is novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority pursuant to Clause 31.2.2, or if there a successor body which is a change in the legal status of the Authority such that it ceases to be not a Contracting Authority becomes the AUTHORITY pursuant to Clause 31.3 (in the remainder of this clause Clause 31 both such bodies being are referred to as the “the Transferee”):-transferee”): (a) 31.4.1. the rights of termination of the Authority AUTHORITY in Clauses 10.1 (Termination on change of control Clause 13.2 and insolvency) and 10.2 (Termination on Default) Clause 13.6 shall be available available, mutatis mutandis, to the Supplier SERVICE PROVIDER in the event ofof the bankruptcy, respectively, the bankruptcy or insolvency, insolvency or Default of the Transfereetransferee; (b) 31.4.2. the Transferee transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract this Framework Agreement or any part thereof with the previous consent in writing of the Supplier.SERVICE PROVIDER; and 8.1.7 The Authority may disclose to any Transferee any Confidential Information 31.4.3. the following Clauses shall be varied from the date of the Supplier which relates to novation or the performance date of the Supplierchange 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: 31.4.3.1. in Clause 29.1.1, the first reference to “in Her Majesty’s obligations under Service” shall be replaced with “employed by the ContractAUTHORITY or acting on its behalf” and the second and third references to “Her Majesty’s Service” shall be replaced with “the AUTHORITY”; 31.4.3.2. In such circumstances in Clause 29.1.2, the Authority words “Her Majesty’s Service” shall authorise be replaced with “the Transferee to use such Confidential Information only for purposes relating to AUTHORITY or acting on its behalf”; 31.4.3.3. in Clause 29.2, the performance of words “Her Majesty’s Service” shall be replaced with “the Supplier’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. 8.1.8 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract.AUTHORITY”; and

TRANSFER AND SUB-CONTRACTING. 8.1.1 (a) The Supplier Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without the prior Approvalapproval of the Council. Sub-contracting any part of the Contract shall not relieve the Supplier Provider of any obligation or duty attributable to the Supplier Provider under the Contract. 8.1.2 (b) Where the Authority considers whether there are grounds for the exclusion of a Sub- Provider under Regulation 57 of the Public Contracts Regulations 2015, then: a. if the Authority finds there are compulsory grounds for exclusion, the Provider shall replace or shall not appoint the Sub-Contractor; b. if the Authority finds there are non-compulsory grounds for exclusion, the Authority may require the Provider to replace or not to appoint the Sub- Contractor and the Provider shall comply with such a requirement. (c) The Supplier Provider shall be responsible for the acts and omissions of its subSub-contractors Contractors as though they are its own. 8.1.3 (d) Where the Authority Council has consented to the placing of sub-contracts as set out in the Ordercontracts, copies of each sub-sub- contract shall, at the request of the AuthorityCouncil, be sent by the Supplier Provider to the Authority Council as soon as is reasonably practicable. 8.1.4 (e) Subject to Clause 8.1.6H2.1(f), the Authority Council may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-to: (a) a. any Contracting Authority; or b. 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 AuthorityCouncil; or (b) c. any private sector body which substantially performs the functions of the Authority, Council; (f) provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierProvider’s obligations under the Contract. 8.1.5 (g) Any change in the legal status of the Authority Council such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6H2.1(f), affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityCouncil. 8.1.6 (h) If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 H2.1(f) to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority Council such that it ceases to be a Contracting Authority (in the remainder of this clause Clause both such bodies being referred to as “"the Transferee”):-Transferee"): (a) a. the rights of termination of the Authority Council in Clauses 10.1 D1 (Termination on insolvency and change of control and insolvencycontrol) and 10.2 D2 (Termination on Default) shall be available to the Supplier Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee;; and (b) b. the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierProvider. 8.1.7 (i) The Authority Council may disclose to any Transferee any Confidential Information of the Supplier Provider which relates to the performance of the SupplierProvider’s obligations under the Contract. In such circumstances the Authority Council shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierProvider’s obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality Confidential Information undertaking in relation to such Confidential Information. 8.1.8 (j) 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 the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party Party the full benefit of the provisions of the Contract.