TRANSFER AND SUB-CONTRACTING. This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.2, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. Notwithstanding the provisions of Clause 30.1, the CONTRACTOR shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. 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. In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8:
Appears in 6 contracts
Samples: Commoditised It Hardware and Software Framework Agreement, Commoditised It Hardware and Software Framework Agreement, Contract for Statistical Analysis System (Sas) Licences
TRANSFER AND SUB-CONTRACTING. 31.1 This Contract is personal to the CONTRACTORSERVICE PROVIDER. Subject to the provisions of Clause 30.231.2, the CONTRACTOR SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
31.2 Notwithstanding the provisions of Clause 30.131.1, the CONTRACTOR SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-89, however this shall not affect the CONTRACTORSERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. .
31.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR SERVICE PROVIDER shall comply with the procedures specified in Schedule 2-8. 9.
31.4 In the event that the CONTRACTORSERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR 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 Sub-Contract. .
31.5 In the event that the CONTRACTOR SERVICE PROVIDER wishes to add any new sub-contractor contractors or remove any Sub-Contractor, the CONTRACTOR SERVICE PROVIDER shall notify the CUSTOMER’s CITHS Sprint II Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-89. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR SERVICE PROVIDER proposes to ensure continuity in the provision of the Ordered IT ProductsSolutions. The CONTRACTOR SERVICE PROVIDER may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. .
31.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT ProductsSolutions. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
31.7 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 31.6 the CONTRACTOR SERVICE PROVIDER shall use all reasonable endeavours to maintain the provision of the Ordered IT Products Solutions and the CUSTOMER and the CONTRACTOR SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
31.8 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 31 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. .
31.9 Subject to the provisions of Clause 30.1131.11, the CUSTOMER shall be entitled to: :
31.9.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
31.9.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTORSERVICE PROVIDER's obligations under this Contract the CONTRACTOR SERVICE PROVIDER shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
31.10 Subject to the provisions of Clause 30.1131.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
31.11 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.231.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 31.10 (in the remainder of this Clause 30 31 both such bodies are referred to as the “transferee”): ):
31.11.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR SERVICE PROVIDER in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; ;
31.11.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTORSERVICE PROVIDER; and and
31.11.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR SERVICE PROVIDER in accordance with Clause 8:
31.11.3.1 the reference in Clause 11.5 to Clause 29 shall be deleted;
31.11.3.2 Clauses 18.7.1 and 29 shall be deleted;
31.11.3.3 in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;
31.11.3.4 at the end of Clause 23.1.2 insert “or”. At the end of Clause 23.1.3, delete “; or” and replace with “,”. Delete Clause 23.1.4;
31.11.3.5 in Clause 30.1.1, the first reference to “or any other Crown Body” shall be deleted and the second and reference to “any other Crown Body” shall be replaced with “the CUSTOMER”;
31.11.3.6 in Clause 30.1.2, the first reference to “, any other Crown Body”, the second reference to “or any Crown Body”, the third reference to “or any other Crown Body” and the fourth reference to “or any other Crown Body” shall be deleted;
31.11.3.7 in Clause 30.2, the words “any other Crown Body” shall be replaced with “the CUSTOMER”;
31.11.3.8 Clauses 31.9 and 31.11 shall be deleted; and
31.11.3.9 in Schedule 2-1, delete the definition of “Crown Body”.
31.12 Unless otherwise stated to the contrary, any reference to the SERVICE PROVIDER in this Contract 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.
31.13 The CUSTOMER shall not be liable for any payment whatsoever to Sub- Contractors, the burden of which shall be solely with the SERVICE PROVIDER.
Appears in 5 contracts
Samples: It Products and Services Contract, Contract, It Products and Services Contract
TRANSFER AND SUB-CONTRACTING. 30.1 This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.2, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
30.2 Notwithstanding the provisions of Clause 30.1, the CONTRACTOR shall be entitled to Sub-Sub- Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. .
30.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. .
30.4 In the event that the CONTRACTOR, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR to pay all sums due thereunder there under 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. .
30.5 In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Sub- Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. .
30.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Sub- Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
30.7 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
30.8 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. .
30.9 Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: :
30.9.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
30.9.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
30.10 Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
30.11 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): ):
30.11.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; ;
30.11.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and and
30.11.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8:
30.11.3.1 the reference in Clause 11.4 to Clause 28 shall be deleted;
30.11.3.2 Clauses 18.7.1 and 28 shall be deleted;
30.11.3.3 in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;
Appears in 2 contracts
Samples: Contract, Software License Agreement
TRANSFER AND SUB-CONTRACTING. This Contract is personal to the CONTRACTORSERVICE PROVIDER. Subject to the provisions of Clause 30.231.2, the CONTRACTOR SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. Notwithstanding the provisions of Clause 30.131.1, the CONTRACTOR SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTORSERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. In selecting, appointing and managing Sub-Contractors, the CONTRACTOR SERVICE PROVIDER shall comply with the procedures specified in Schedule 2-8. In the event that the CONTRACTORSERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR 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 Sub-Contract. The SERVICE PROVIDER shall not enter into any Sub-Contract for the fulfilment of such responsibilities and obligations as are fulfilled by the principal Sub-Contractors listed in Schedule 2-8 by any sub-contractor not listed in Schedule 2-8 without the prior written approval of the CUSTOMER in accordance with the provisions of the Contract Change Procedure. In the event that the CONTRACTOR SERVICE PROVIDER wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR SERVICE PROVIDER shall notify the CUSTOMER’s CITHS Software Application Solutions Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removalsremovals from the list of Sub-Contractors. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may SERVICE PROVIDER shall not use any new sub-contractor remove or remove change any Sub-Contractor until without giving prior written notice to, and receiving the approval of, the CUSTOMER has confirmed in writing its agreement to such addition or removal. The accordance with the provisions of the Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMERProcedure. The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT ProductsSoftware Application Solutions. Such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 31.8 the CONTRACTOR SERVICE PROVIDER shall use all reasonable endeavours to maintain the provision of the Ordered IT Products Software Application Solutions and the CUSTOMER and the CONTRACTOR SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 31 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. Subject to the provisions of Clause 30.1131.13, the CUSTOMER shall be entitled to: assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTORSERVICE PROVIDER's obligations under this Contract the CONTRACTOR SERVICE PROVIDER shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.1131.13, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.231.11.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 31.12 (in the remainder of this Clause 30 31 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR SERVICE PROVIDER in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTORSERVICE PROVIDER; 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 Contract had been amended by the CUSTOMER and the CONTRACTOR SERVICE PROVIDER in accordance with Clause 8:: the reference in Clause 11.6 to Clause 29 shall be deleted; Clauses 18.7.1 and 29 shall be deleted; in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”; at the end of Clause 23.1.2 insert “or”. At the end of Clause 23.1.3, delete “; or” and replace with “,”. Delete Clause 23.1.4; in Clause 30.1.1, the first reference to “or any other Crown Body” shall be deleted and the second and reference to “any other Crown Body” shall be replaced with “the CUSTOMER”; in Clause 30.1.2, the first reference to “, any other Crown Body”, the second reference to “or any Crown Body”, the third reference to “or any other Crown Body” and the fourth reference to “or any other Crown Body” shall be deleted; in Clause 30.2, the words “any other Crown Body” shall be replaced with “the CUSTOMER”; Clauses 31.11 and 31.13 shall be deleted; and in Schedule 2-1, delete the definition of “Crown Body”. Unless otherwise stated to the contrary, any reference to the SERVICE PROVIDER in this Contract 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.
Appears in 1 contract
TRANSFER AND SUB-CONTRACTING. 30.1 This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.2, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
30.2 Notwithstanding the provisions of Clause 30.1, the CONTRACTOR shall be entitled to Sub-Sub- Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. .
30.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. .
30.4 In the event that the CONTRACTOR, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR shall ensure that 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. .
30.5 In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Sub- Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-Sub- contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. .
30.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Sub- Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
30.7 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
30.8 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. .
30.9 Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: :
30.9.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
30.9.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
30.10 Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
30.11 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): ):
30.11.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8:and
Appears in 1 contract
Samples: Contract
TRANSFER AND SUB-CONTRACTING. 33.1 This Contract is personal to the CONTRACTORSERVICE PROVIDER. Subject to the provisions of Clause 30.233.2, the CONTRACTOR SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise in any otherway dispose of this Contract or any part thereof without the previous consent in writing of Approval from the CUSTOMER. .
33.2 Notwithstanding the provisions of Clause 30.133.1, the CONTRACTOR SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s SERVICE PROVIDER‟s obligations to the CUSTOMER and any liabilities under this Contract. .
33.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR SERVICE PROVIDER shall comply with the procedures specified in Schedule 2-8. .
33.4 In the event that the CONTRACTORSERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR SERVICE PROVIDER to pay all sums due thereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) Working Days, from the date of receipt of a valid invoice as defined by the terms of the Sub- Contract.
33.5 The SERVICE PROVIDER shall not enter into any Sub-Contract. Contract for the fulfilment of such responsibilities and obligations as are fulfilled by the principal Sub- Contractors listed in Schedule 2-8 by any sub-contractor not listed in Schedule 2-8 without the prior Approval of the CUSTOMER in accordance with the provisions of the Contract Change Procedure.
33.6 In the event that the CONTRACTOR SERVICE PROVIDER wishes to add any new sub-contractor or remove any Sub-Sub- Contractor, the CONTRACTOR SERVICE PROVIDER shall notify the CUSTOMER’s CITHS CUSTOMER‟s Information Management & Learning Services Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removalsremovals from the list of Sub-Contractors. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. .
33.7 The CONTRACTOR may SERVICE PROVIDER shall not use any new sub-contractor remove or remove change any Sub-Contractor until without giving prior written notice to, and receiving the Approval of, the CUSTOMER has confirmed in writing its agreement to such addition or removal. The accordance with the provisions of the Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. Procedure.
33.8 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT ProductsInformation Management & Learning Services. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
33.9 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 33.8 the CONTRACTOR SERVICE PROVIDER shall use all reasonable endeavours to maintain the provision of the Ordered IT Products Information Management & Learning Services and the CUSTOMER and the CONTRACTOR SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
33.10 The use of Sub-Contractors and any subsequent approval Approval of other sub-contractors by the CUSTOMER under this Clause 30 33 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.11, any .
33.11 Any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8:.
Appears in 1 contract
Samples: Call Off Contract
TRANSFER AND SUB-CONTRACTING. This Contract is personal to the CONTRACTORSERVICE PROVIDER. Subject to the provisions of Clause 30.231.2, the CONTRACTOR SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. Notwithstanding the provisions of Clause 30.131.1, the CONTRACTOR SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTORSERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. In selecting, appointing and managing Sub-Contractors, the CONTRACTOR SERVICE PROVIDER shall comply with the procedures specified in Schedule 2-8. In the event that the CONTRACTORSERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR 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 Sub-Contract. The SERVICE PROVIDER shall not enter into any Sub-Contract for the fulfilment of such responsibilities and obligations as are fulfilled by the principal Sub-Contractors listed in Schedule 2-8 by any sub-contractor not listed in Schedule 2-8 without the prior written approval of the CUSTOMER in accordance with the provisions of the Contract Change Procedure. In the event that the CONTRACTOR SERVICE PROVIDER wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR SERVICE PROVIDER shall notify the CUSTOMER’s CITHS Software Application Solutions Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removalsremovals from the list of Sub-Contractors. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may SERVICE PROVIDER shall not use any new sub-contractor remove or remove change any Sub-Contractor until without giving prior written notice to, and receiving the approval of, the CUSTOMER has confirmed in writing its agreement to such addition or removal. The accordance with the provisions of the Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMERProcedure. The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT ProductsSoftware Application Solutions. Such right shall not be exercised unreasonably, frivolously or vexatiously. Without prejudice to the right of the CUSTOMER to withhold its consent to the appointment of any person as a sub-contractor of the SERVICE PROPVIDER or to the removal and replacement of any person as a sub-contractor of the SERVICE PROPVIDER or to the novation or assignment n whole or in part of this Contract by the SERVICE PROVIDER the CUSTMOER shall be entitled to withhold its consent if in its reasonable opinion such appointment removal and replacement novation or assignment would amount to the award of a new contract for the purposes of the Public Contract Regulations 2006 as amended. In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 31.8 the CONTRACTOR SERVICE PROVIDER shall use all reasonable endeavours to maintain the provision of the Ordered IT Products Software Application Solutions and the CUSTOMER and the CONTRACTOR SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 31 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. Subject to the provisions of Clause 30.1131.14, the CUSTOMER shall be entitled to: assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTORSERVICE PROVIDER's obligations under this Contract the CONTRACTOR SERVICE PROVIDER shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.1131.14, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.231.12.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 31.13 (in the remainder of this Clause 30 31 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR SERVICE PROVIDER in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTORSERVICE PROVIDER; 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 Contract had been amended by the CUSTOMER and the CONTRACTOR SERVICE PROVIDER in accordance with Clause 8:
Appears in 1 contract
TRANSFER AND SUB-CONTRACTING. This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.2, the CONTRACTOR The Supplier shall not assign, novate, sub-contract or otherwise in any other way dispose of this Contract Call-Off Agreement or any part thereof of it without the previous consent in writing Customer’s prior written approval which shall not be unreasonably withheld or delayed. Sub-Contracting any part of this Call-Off Agreement shall not relieve the CUSTOMERSupplier of any obligation or duty attributable to the Supplier under this Call-Off Agreement. Notwithstanding the provisions of Clause 30.1, the CONTRACTOR The Supplier shall be entitled to Sub-Contract responsible for the acts and omissions of its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. 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. In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Productsthough they are its own. The CONTRACTOR Customer may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract the Call-Off Agreement or any part thereof with to: any other body established by the previous consent Crown or under statute in writing order substantially to perform any of the CONTRACTORfunctions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Call-Off Agreement. The Contracts (Rights of Third Parties) Act 1999 A person who is not party to this Call-Off Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Call-Off Agreement but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. Law and the following Clauses Jurisdiction This Call-Off Agreement and/or any non-contractual obligations or matters arising out of or in connection with it, shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended governed by the CUSTOMER and the CONTRACTOR construed in accordance with the Laws of England and Wales and without prejudice to the dispute resolution procedures set out in Clause 8:FW-14 or CO-19 (Dispute Resolution) each Party agrees to submit to the exclusive jurisdiction of the courts of England and Wales and for all disputes to be conducted within England and Wales. Dispute Resolution The Customer and the Supplier shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Call-Off Agreement within twenty (20) Working Days of either party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Customer representative and the Supplier representative. If the dispute cannot be resolved by the Parties pursuant to this clause, the Parties shall refer it to mediation unless the Customer considers that the dispute is not suitable for resolution by mediation. If the dispute cannot be resolved by mediation the Parties may refer it to arbitration. The obligations of the Parties under this Call-Off Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause and the Supplier and Supplier’s Staff shall continue to comply fully with the requirements of this Call-Off Agreement at all times.
Appears in 1 contract
Samples: Framework Agreement
TRANSFER AND SUB-CONTRACTING. 30.1 This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.2, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
30.2 Notwithstanding the provisions of Clause 30.1, the CONTRACTOR shall be entitled to Sub-Sub- Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. .
30.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. .
30.4 In the event that the CONTRACTOR, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR shall ensure that 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. .
30.5 In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Sub- Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. .
30.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Sub- Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
30.7 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
30.8 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. .
30.9 Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: :
30.9.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
30.9.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
30.10 Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
30.11 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): ):
30.11.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; ;
30.11.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and and
30.11.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8:
30.11.3.1 the reference in Clause 11.4 to Clause 28 shall be deleted;
30.11.3.2 Clauses 18.7.1 and 28 shall be deleted;
30.11.3.3 in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;
Appears in 1 contract
Samples: Provision of Software Licences
TRANSFER AND SUB-CONTRACTING. 31.1 This Contract is personal to the CONTRACTORSERVICE PROVIDER. Subject to the provisions of Clause 30.231.2, the CONTRACTOR SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
31.2 Notwithstanding the provisions of Clause 30.131.1, the CONTRACTOR SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTORSERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. .
31.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR SERVICE PROVIDER shall comply with the procedures specified in Schedule 2-8. .
31.4 In the event that the CONTRACTORSERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR 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 Sub-Contract. .
31.5 The SERVICE PROVIDER shall not enter into any Sub-Contract for the fulfilment of such responsibilities and obligations as are fulfilled by the principal Sub- Contractors listed in Schedule 2-8 by any sub-contractor not listed in Schedule 2-8 without the prior written approval of the CUSTOMER in accordance with the provisions of the Contract Change Procedure.
31.6 In the event that the CONTRACTOR SERVICE PROVIDER wishes to add any new sub-contractor or remove any Sub-Sub- Contractor, the CONTRACTOR SERVICE PROVIDER shall notify the CUSTOMER’s CITHS Software Application Solutions Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removalsremovals from the list of Sub-Contractors. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-2- 8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. .
31.7 The CONTRACTOR may SERVICE PROVIDER shall not use any new sub-contractor remove or remove change any Sub-Contractor until without giving prior written notice to, and receiving the approval of, the CUSTOMER has confirmed in writing its agreement to such addition or removal. The accordance with the provisions of the Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. Procedure.
31.8 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT ProductsSoftware Application Solutions. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
31.9 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 31.8 the CONTRACTOR SERVICE PROVIDER shall use all reasonable endeavours to maintain the provision of the Ordered IT Products Software Application Solutions and the CUSTOMER and the CONTRACTOR SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
31.10 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 31 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. .
31.11 Subject to the provisions of Clause 30.1131.13, the CUSTOMER shall be entitled to: :
31.11.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
31.11.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTORSERVICE PROVIDER's obligations under this Contract the CONTRACTOR SERVICE PROVIDER shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
31.12 Subject to the provisions of Clause 30.1131.13, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
31.13 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.231.11.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 31.12 (in the remainder of this Clause 30 31 both such bodies are referred to as the “transferee”): ):
31.13.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR SERVICE PROVIDER in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; ;
31.13.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTORSERVICE PROVIDER; and and
31.13.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR SERVICE PROVIDER in accordance with Clause 8:
31.13.3.1 the reference in Clause 11.6 to Clause 29 shall be deleted;
31.13.3.2 Clauses 18.7.1 and 29 shall be deleted;
31.13.3.3 in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;
Appears in 1 contract
Samples: Contract
TRANSFER AND SUB-CONTRACTING. 31.1 This Contract is personal to the CONTRACTORSERVICE PROVIDER. Subject to the provisions of Clause 30.231.2, the CONTRACTOR SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
31.2 Notwithstanding the provisions of Clause 30.131.1, the CONTRACTOR SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-89, however this shall not affect the CONTRACTORSERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. .
31.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR SERVICE PROVIDER shall comply with the procedures specified in Schedule 2-8. 9.
31.4 In the event that the CONTRACTORSERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR 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 Sub-Contract. .
31.5 In the event that the CONTRACTOR SERVICE PROVIDER wishes to add any new sub-contractor contractors or remove any Sub-Contractor, the CONTRACTOR SERVICE PROVIDER shall notify the CUSTOMER’s CITHS Sprint II Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-89. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR SERVICE PROVIDER proposes to ensure continuity in the provision of the Ordered IT ProductsSolutions. The CONTRACTOR SERVICE PROVIDER may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. .
31.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT ProductsSolutions. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
31.7 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 31.6 the CONTRACTOR SERVICE PROVIDER shall use all reasonable endeavours to maintain the provision of the Ordered IT Products Solutions and the CUSTOMER and the CONTRACTOR SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
31.8 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 31 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8:31.9.1 31.9.2
Appears in 1 contract
Samples: It Products and Services Contract
TRANSFER AND SUB-CONTRACTING. 31.1 This Contract is personal to the CONTRACTORSERVICE PROVIDER. Subject to the provisions of Clause 30.231.2, the CONTRACTOR SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
31.2 Notwithstanding the provisions of Clause 30.131.1, the CONTRACTOR SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s SERVICE PROVIDER‟s obligations to the CUSTOMER and any liabilities under this Contract. .
31.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR SERVICE PROVIDER shall comply with the procedures specified in Schedule 2-8. .
31.4 In the event that the CONTRACTORSERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR 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 Sub-Contract. .
31.5 The SERVICE PROVIDER shall not enter into any Sub-Contract for the fulfilment of such responsibilities and obligations as are fulfilled by the principal Sub- Contractors listed in Schedule 2-8 by any sub-contractor not listed in Schedule 2-8 without the prior written approval of the CUSTOMER in accordance with the provisions of the Contract Change Procedure.
31.6 In the event that the CONTRACTOR SERVICE PROVIDER wishes to add any new sub-contractor or remove any Sub-Sub- Contractor, the CONTRACTOR SERVICE PROVIDER shall notify the CUSTOMER’s CITHS CUSTOMER‟s Software Application Solutions Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removalsremovals from the list of Sub-Contractors. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-2- 8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. .
31.7 The CONTRACTOR may SERVICE PROVIDER shall not use any new sub-contractor remove or remove change any Sub-Contractor until without giving prior written notice to, and receiving the approval of, the CUSTOMER has confirmed in writing its agreement to such addition or removal. The accordance with the provisions of the Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. Procedure.
31.8 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT ProductsSoftware Application Solutions. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
31.9 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 31.8 the CONTRACTOR SERVICE PROVIDER shall use all reasonable endeavours to maintain the provision of the Ordered IT Products Software Application Solutions and the CUSTOMER and the CONTRACTOR SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
31.10 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 31 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. .
31.11 Subject to the provisions of Clause 30.1131.13, the CUSTOMER shall be entitled to: :
31.11.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
31.11.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTORSERVICE PROVIDER's obligations under this Contract the CONTRACTOR SERVICE PROVIDER shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
31.12 Subject to the provisions of Clause 30.1131.13, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
31.13 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.231.11.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 31.12 (in the remainder of this Clause 30 31 both such bodies are referred to as the “transferee”): ):
31.13.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR SERVICE PROVIDER in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; ;
31.13.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and the
31.13.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR SERVICE PROVIDER in accordance with Clause 8:
31.13.3.1 the reference in Clause 11.6 to Clause 0 shall be deleted;
31.13.3.2 Clauses 18.7.1 and 0 shall be deleted;
31.13.3.3 in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;
Appears in 1 contract
Samples: Contract
TRANSFER AND SUB-CONTRACTING. This Contract is personal to 5.1 Save as set out in this clause 5 and save as specified in the CONTRACTOR. Subject to Contractor’s Solution (schedule 12) the provisions of Clause 30.2Contractor may not sub-contract, the CONTRACTOR shall not assign, novatetransfer, sub-contract or otherwise dispose charge the benefit and/or delegate the burden of this Contract the whole or any part thereof of the Contract (a “Transfer”) without the previous prior written consent of the DFE.
5.2 If the DFE consents to a Transfer the Contractor will evidence the Transfer in writing and provide a copy of the CUSTOMER. Notwithstanding Transfer document on request.
5.3 The Contractor may award Sub-Contracts with a value per annum not exceeding £10,000 without the provisions DFE’s consent.
5.4 Where the DFE has consented to a Sub-Contract, copies of Clause 30.1, the CONTRACTOR shall be entitled to each Sub-Contract its obligations hereunder shall, at the request of the DFE, be sent by the Contractor to the DFE as soon as reasonably practicable.
5.5 The Contractor will, within 3 months of the effective date of each Sub-Contract, deliver to the DFE a plan which sets out the Contractor’s proposals for achieving an orderly transition of Services from the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations Contractor to the CUSTOMER and any liabilities under this Contract. In selecting, appointing and managing Contractor and/or a Replacement Sub-Contractors, the CONTRACTOR shall comply with the procedures specified Contractor in Schedule 2-8. In the event that the CONTRACTORSub-Contractor ceases to be able to perform its obligations under the Sub-Contract, or to do so in accordance with a satisfactory manner (a “Transfer of Sub-Contractor Undertakings Plan”).
5.6 Within 30 days of the submission of the Transfer of Sub-Contractor Undertakings Plan, both Parties will use reasonable endeavours to agree the Transfer of Sub-Contractor Undertakings Plan. If the Parties are unable to agree the Transfer of Sub-Contractor Undertakings Plan the dispute shall be referred to the dispute resolution procedure in clause 36.
5.7 The Contractor will review and (if appropriate) update each Transfer of Sub-Contractor Undertakings Plan in the first month of each year of the term of the relevant Sub-Contract to reflect changes to the services provided by the relevant Sub-Contractor. Following such update the Contractor will submit the revised Transfer of Sub-Contractor Undertakings Plan to the DFE for review. Within 30 days following submission of the revised Transfer of Sub-Contractor Undertakings Plan, the Parties shall meet and use reasonable endeavours to agree the revised Transfer of Sub-Contractor Undertakings Plan and the changes that have occurred in the services since the Transfer of Sub-Contractor Undertakings Plan was last agreed. If the Parties are unable to agree the revised Transfer of Sub-Contractor Undertakings Plan within 30 days, such dispute shall be referred to the dispute resolution procedure in clause 36.
5.8 The Contractor shall not terminate or materially amend the terms of this Contractany Sub-Contract without the DFE’s prior written consent, enters into which shall not be unreasonably withheld.
5.9 The DFE may require the Contractor to terminate a Sub-Contract in connection with this Contract, if 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. In the event that the CONTRACTOR wishes to add any new sub-contractor acts or remove any Sub-Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment omissions of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals have given rise to the list DFE’s right of Sub-contractors, such notification will contain information on how termination pursuant to clause 23 unless the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until can remedy the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply breach to the addition DFE’s satisfaction within 21 days of any new subreceipt by the Contractor of written notice from the DFE requiring the Sub-contractors or removal Contract to be terminated.
5.10 The Contractor shall remain responsible for all acts and omissions of any its Sub-Contractors unless stated otherwise by as if they were its own.
5.11 If the CUSTOMER. The CUSTOMER reserves the right to veto or withdraw the approval of the use of any DFE believes there are:
5.11.1 compulsory grounds for excluding a Sub-Contractor or partner in the provision pursuant to regulation 57 of the Ordered IT Products. Such right Regulations, the Contractor shall replace or not be exercised unreasonably, frivolously or vexatiously. In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER of appoint the Sub-Contractor, whether implied or otherwise. Subject ; or
5.11.2 non-compulsory grounds for excluding a Sub-Contractor pursuant to regulation 57 of the provisions of Clause 30.11Regulations, the CUSTOMER shall be entitled to: assign, novate DFE may require the Contractor to replace or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of not appoint the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; Sub-Contractor and the following Clauses Contractor shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance comply with Clause 8:such requirement.
Appears in 1 contract
Samples: Contract
TRANSFER AND SUB-CONTRACTING. This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.2, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. Notwithstanding the provisions of Clause 30.1, the CONTRACTOR shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. 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. In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER in Clauses 10.3.410.1.4, 10.3.510.1.5, 10.3.610.1.6, 10.5 10.3 and 10.6 10.4 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8:
Appears in 1 contract
Samples: Commoditised It Hardware and Software Framework Agreement
TRANSFER AND SUB-CONTRACTING. This Contract is personal to the CONTRACTORSERVICE PROVIDER. Subject to the provisions of Clause 30.231.2, the CONTRACTOR SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. Notwithstanding the provisions of Clause 30.131.1, the CONTRACTOR SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTORSERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. In selecting, appointing and managing Sub-Contractors, the CONTRACTOR SERVICE PROVIDER shall comply with the procedures specified in Schedule 2-8. In the event that the CONTRACTORSERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR 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 Sub-Contract. The SERVICE PROVIDER shall not enter into any Sub-Contract for the fulfilment of such responsibilities and obligations as are fulfilled by the principal Sub-Contractors listed in Schedule 2-8 by any sub-contractor not listed in Schedule 2-8 without the prior written approval of the CUSTOMER in accordance with the provisions of the Contract Change Procedure. In the event that the CONTRACTOR SERVICE PROVIDER wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR SERVICE PROVIDER shall notify the CUSTOMER’s CITHS Software Application Solutions Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removalsremovals from the list of Sub-Contractors. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may SERVICE PROVIDER shall not use any new sub-contractor remove or remove change any Sub-Contractor until without giving prior written notice to, and receiving the approval of, the CUSTOMER has confirmed in writing its agreement to such addition or removal. The accordance with the provisions of the Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMERProcedure. The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT ProductsSoftware Application Solutions. Such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 31.8 the CONTRACTOR SERVICE PROVIDER shall use all reasonable endeavours to maintain the provision of the Ordered IT Products Software Application Solutions and the CUSTOMER and the CONTRACTOR SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 31 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. Subject to the provisions of Clause 30.1131.13, the CUSTOMER shall be entitled to: assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTORSERVICE PROVIDER's obligations under this Contract the CONTRACTOR SERVICE PROVIDER shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.1131.13, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.231.11.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 31.12 (in the remainder of this Clause 30 31 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR SERVICE PROVIDER in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTORSERVICE PROVIDER; 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 Contract had been amended by the CUSTOMER and the CONTRACTOR SERVICE PROVIDER in accordance with Clause 8:
Appears in 1 contract
TRANSFER AND SUB-CONTRACTING. 31.1 This Contract is personal to the CONTRACTORSERVICE PROVIDER. Subject to the provisions of Clause 30.231.2, the CONTRACTOR SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
31.2 Notwithstanding the provisions of Clause 30.131.1, the CONTRACTOR SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-89, however this shall not affect the CONTRACTORSERVICE PROVIDER’s obligations to the CUSTOMER and any liabilities under this Contract. .
31.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR SERVICE PROVIDER shall comply with the procedures specified in Schedule 2-8. 9.
31.4 In the event that the CONTRACTORSERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR 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 Sub-Contract. .
31.5 In the event that the CONTRACTOR SERVICE PROVIDER wishes to add any new sub-contractor contractors or remove any Sub-Contractor, the CONTRACTOR SERVICE PROVIDER shall notify the CUSTOMER’s CITHS Sprint II Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-89. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR SERVICE PROVIDER proposes to ensure continuity in the provision of the Ordered IT ProductsSolutions. The CONTRACTOR SERVICE PROVIDER may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. .
31.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT ProductsSolutions. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
31.7 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 31.6 the CONTRACTOR SERVICE PROVIDER shall use all reasonable endeavours to maintain the provision of the Ordered IT Products Solutions and the CUSTOMER and the CONTRACTOR SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
31.8 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 31 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. .
31.9 Subject to the provisions of Clause 30.1131.11, the CUSTOMER shall be entitled to: :
31.9.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
31.9.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTORSERVICE PROVIDER's obligations under this Contract the CONTRACTOR SERVICE PROVIDER shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
31.10 Subject to the provisions of Clause 30.1131.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
31.11 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.231.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 31.10 (in the remainder of this Clause 30 31 both such bodies are referred to as the “transferee”): ):
31.11.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR SERVICE PROVIDER in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; ;
31.11.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and the
31.11.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR SERVICE PROVIDER in accordance with Clause 8:
31.11.3.1 the reference in Clause 11.5 to Clause 29 shall be deleted;
31.11.3.2 Clauses 18.7.1 and 29 shall be deleted;
31.11.3.3 in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;
31.11.3.4 at the end of Clause 23.1.2 insert “or”. At the end of Clause 23.1.3, delete “; or” and replace with “,”. Delete Clause 23.1.4;
31.11.3.5 in Clause 30.1.1, the first reference to “or any other Crown Body” shall be deleted and the second and reference to “any other Crown Body” shall be replaced with “the CUSTOMER”;
31.11.3.6 in Clause 30.1.2, the first reference to “, any other Crown Body”, the second reference to “or any Crown Body”, the third reference to “or any other Crown Body” and the fourth reference to “or any other Crown Body” shall be deleted;
31.11.3.7 in Clause 30.2, the words “any other Crown Body” shall be replaced with “the CUSTOMER”;
31.11.3.8 Clauses 31.9 and 31.11 shall be deleted; and
31.11.3.9 in Schedule 2-1, delete the definition of “Crown Body”.
31.12 Unless otherwise stated to the contrary, any reference to the SERVICE PROVIDER in this Contract 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.
31.13 The CUSTOMER shall not be liable for any payment whatsoever to Sub- Contractors, the burden of which shall be solely with the SERVICE PROVIDER.
Appears in 1 contract
Samples: It Products and Services Contract
TRANSFER AND SUB-CONTRACTING. 29.1 This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.229.2, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
29.2 Notwithstanding the provisions of Clause 30.129.1, the CONTRACTOR shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. .
29.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. .
29.4 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. .
29.5 In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. .
29.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
29.7 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 29.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
29.8 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 29 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. .
29.9 Subject to the provisions of Clause 30.1129.11, the CUSTOMER shall be entitled to: :
29.9.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
29.9.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
29.10 Subject to the provisions of Clause 30.1129.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
29.11 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.229.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 29.10 (in the remainder of this Clause 30 29 both such bodies are referred to as the “transferee”): ):
29.11.1 the rights of termination of the CUSTOMER in Clauses 10.3.49.6.4, 10.3.59.6.5, 10.3.69.6.6, 10.5 9.8 and 10.6 9.9 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; ;
29.11.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and and
29.11.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8:
29.11.3.1 the reference in Clause 10.4 to Clause 27 shall be deleted;
29.11.3.2 Clauses 17.7.1 and 27 shall be deleted;
29.11.3.3 in Clause 17.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;
29.11.3.4 at the end of Clause 22.1.2 insert “or”. At the end of Clause 22.1.3, delete “; or” and replace with “,”. Delete Clause 22.1.4;
29.11.3.5 in Clause 28.1.1, the first reference to “or any other Crown Body” shall be deleted and the second and reference to “any other Crown Body” shall be replaced with “the CUSTOMER”;
29.11.3.6 in Clause 28.1.2, the first reference to “, any other Crown Body”, the second reference to “or any Crown Body”, the third reference to “or any other Crown Body” and the fourth reference to “or any other Crown Body” shall be deleted;
Appears in 1 contract
Samples: Contract for the Provision of Commoditised It Hardware and Software
TRANSFER AND SUB-CONTRACTING. 30.1 This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.2, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
30.2 Notwithstanding the provisions of Clause 30.1, the CONTRACTOR shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. .
30.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. .
30.4 In the event that the CONTRACTOR, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR to pay all sums due thereunder there under 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. .
30.5 In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. .
30.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
30.7 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
30.8 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. .
30.9 Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: :
30.9.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
30.9.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
30.10 Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
30.11 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): ):
30.11.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; ;
30.11.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and and
30.11.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8:
30.11.3.1 the reference in Clause 11.4 to Clause 28 shall be deleted;
30.11.3.2 Clauses 18.7.1 and 28 shall be deleted;
30.11.3.3 in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;
Appears in 1 contract
Samples: Commoditised It Hardware and Software Framework Agreement
TRANSFER AND SUB-CONTRACTING. 30.1 This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.2, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
30.2 Notwithstanding the provisions of Clause 30.1, the CONTRACTOR shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. .
30.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. .
30.4 In the event that the CONTRACTOR, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR shall ensure that 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. .
30.5 In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. .
30.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
30.7 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
30.8 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. Schedule 2 (Model Contract) v 1.00 32
30.9 Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: :
30.9.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
30.9.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
30.10 Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
30.11 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): ):
30.11.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; ;
30.11.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and and
30.11.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause8
30.11.3.1 the reference in Clause 8:11.4 to Clause 28 shall be deleted;
30.11.3.2 Clauses 18.7.1 and 28 shall be deleted;
30.11.3.3 in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;
Appears in 1 contract
Samples: Commoditised It Hardware and Software Framework Agreement
TRANSFER AND SUB-CONTRACTING. This Contract is personal to the CONTRACTORSERVICE PROVIDER. Subject to the provisions of Clause 30.2, the CONTRACTOR SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMERSoSCUSTOMER. Notwithstanding the provisions of Clause 30.1, the CONTRACTOR SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTORSERVICE PROVIDER’s obligations to the eachthe CUSTOMER and any liabilities under this Contract. In selecting, appointing and managing Sub-Contractors, the CONTRACTOR SERVICE PROVIDER shall comply with the procedures specified in Schedule 2-8. In the event that the CONTRACTORSERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR 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 Sub-Contract. The SERVICE PROVIDER shall not enter into any Sub-Contract for the fulfilment of such responsibilities and obligations as are fulfilled by the principal Sub-Contractors listed in Schedule 2-8 by any sub-contractor not listed in Schedule 2-8 without the prior written approval of the SoS CUSTOMER in accordance with the provisions of the Contract Change Procedure. In the event that the CONTRACTOR SERVICE PROVIDER wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR SERVICE PROVIDER shall notify the CUSTOMERSoSCUSTOMER’s CITHS Software Application Solutions Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removalsremovals from the list of Sub-Contractors. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may SERVICE PROVIDER shall not use any new sub-contractor remove or remove change any Sub-Contractor until without giving prior written notice to, and receiving the CUSTOMER has confirmed approval of, the SoSCUSTOMER in writing its agreement to such addition or removalaccordance with the provisions of the Contract Change Procedure. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. The CUSTOMER SoSCUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT ProductsSoftware Application Solutions. Such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the CUSTOMER SoSCUSTOMER exercises its right pursuant to Clause 30.6 30.8 the CONTRACTOR SERVICE PROVIDER shall use all reasonable endeavours to maintain the provision of the Ordered IT Products Software Application Solutions and the CUSTOMER SoSCUSTOMER and the CONTRACTOR SERVICE PROVIDER shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. The use of Sub-Contractors and any subsequent approval of other sub-contractors by the SoS CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER SoSCUSTOMER of the Sub-Contractor, whether implied or otherwise. Subject to the provisions of Clause 30.1130.13, the CUSTOMER SoSCUSTOMER shall be entitled to: assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMERSoSCUSTOMER. If this transfer increases the burden of the CONTRACTOR's SERVICE PROVIDER'’s obligations under this Contract the CONTRACTOR SERVICE PROVIDER shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.1130.13, any change in the legal status of the CUSTOMER SoSCUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMERSoSCUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.230.11.2, or if a successor body which is not a Contracting Authority becomes succeeds the SoSbecomes the CUSTOMER pursuant to Clause 30.10 30.12 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER SoSCUSTOMER in Clauses 10.3.49.8.4, 10.3.59.8.5, 10.3.69.8.6, 10.5 9.10 and 10.6 9.11 shall be available, mutatis mutandis, to the CONTRACTOR SERVICE PROVIDER in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTORSERVICE PROVIDER; 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 Contract had been amended by the CUSTOMER and the CONTRACTOR SERVICE PROVIDER in accordance with Clause 8:
Appears in 1 contract
TRANSFER AND SUB-CONTRACTING. This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.24.22, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. Notwithstanding the provisions of Clause 30.14.21, the CONTRACTOR shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. 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. In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 4.26 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 4.20 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. Subject to the provisions of Clause 30.114.31, the CUSTOMER shall be entitled to: assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. Subject to the provisions of Clause 30.114.31, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2Error: Reference source not found, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 4.30 (in the remainder of this Clause 30 4.20 both such bodies are referred to as the “transferee”): the rights of termination of the CUSTOMER in Clauses 10.3.42.3.5, 10.3.52.3.6, 10.3.62.3.7, 10.5 2.5 and 10.6 2.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 81.33:
Appears in 1 contract
Samples: Commoditised It Hardware and Software Framework Agreement
TRANSFER AND SUB-CONTRACTING. 30.1 This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.2, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. .
30.2 Notwithstanding the provisions of Clause 30.1, the CONTRACTOR shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s CONTRACTOR‟s obligations to the CUSTOMER and any liabilities under this Contract. .
30.3 In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. .
30.4 In the event that the CONTRACTOR, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR shall ensure that 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. .
30.5 In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR shall notify the CUSTOMER’s CUSTOMER‟s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. .
30.6 The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. .
30.7 In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable endeavours to maintain the provision of the Ordered IT Products and the CUSTOMER and the CONTRACTOR shall enter into good faith negotiations to agree the impact of the situation on the provisions of this Contract. .
30.8 The use of Sub-Contractors and any subsequent approval of other sub-contractors by the CUSTOMER under this Clause 30 shall not in any way constitute any form of recommendation by the CUSTOMER of the Sub-Contractor, whether implied or otherwise. .
30.9 Subject to the provisions of Clause 30.11, the CUSTOMER shall be entitled to: :
30.9.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract and any associated third party licences to any other Contracting Authority; or or
30.9.2 novate this Agreement and any associated third party licences to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER. If this transfer increases the burden of the CONTRACTOR's obligations under this Contract the CONTRACTOR shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Contract Change Procedure. .
30.10 Subject to the provisions of Clause 30.11, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER. .
30.11 If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 30.9.2, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 30.10 (in the remainder of this Clause 30 both such bodies are referred to as the “transferee”): ):
30.11.1 the rights of termination of the CUSTOMER in Clauses 10.3.4, 10.3.5, 10.3.6, 10.5 and 10.6 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency, Default or Persistent Breach of the transferee; ;
30.11.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the CONTRACTOR; and and
30.11.3 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the CONTRACTOR in accordance with Clause 8:
30.11.3.1 the reference in Clause 11.4 to Clause 28 shall be deleted;
30.11.3.2 Clauses 18.7.1 and 28 shall be deleted;
30.11.3.3 in Clause 18.10, delete “Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information,”;
Appears in 1 contract
Samples: Contract for the Provision of Commoditised It Hardware and Software
