Common use of TRANSFER AND SUBCONTRACTING Clause in Contracts

TRANSFER AND SUBCONTRACTING. ‌ 57.1 This Agreement is personal to the CONTRACTOR. The CONTRACTOR shall not assign, novate, subcontract or otherwise dispose of this Agreement or any part thereof without the prior written consent of the AUTHORITY, which consent the AUTHORITY may grant, refuse or, subject to clause 57.6 revoke in its discretion at any time. 57.2 The AUTHORITY hereby consents to the CONTRACTOR’s subcontracting obligations specified in Schedule 18 to the respective Subcontractors specified in Schedule 18 or, subject to clause 57.1, such other contractors as may be notified by the CONTRACTOR to the AUTHORITY from time to time subject to the provision to the AUTHORITY of information in writing relating to the proposed subcontractor as may be requested by the AUTHORITY. 57.3 The CONTRACTOR will remain primarily liable and responsible for the acts and omissions of its subcontractors as fully as if they were the acts and omissions of the CONTRACTOR or its directors, officers, employees and agents. 57.4 The AUTHORITY shall be entitled to: (A) assign, novate, otherwise dispose of its rights and obligations under this Agreement, or any part therefor to any contracting authority (as defined in Regulation 3(1) of the Public Services Contracts Regulations 1993) (a “Contracting Authority”) provided that any such assignment, novation or other disposal shall not increase the burden of the CONTRACTOR’s obligations pursuant to this Agreement; and (B) novate this Agreement to any other body (including, but not limited to any private sector body) which substantially performs any of the functions that previously had been performed by the AUTHORITY. 57.5 Any change in the legal status of the AUTHORITY such that it ceases to be a Contracting Authority shall not affect the validity of this Agreement. In such circumstances, this Agreement shall bind and inure to the benefit of any such successor body to the

TRANSFER AND SUBCONTRACTING. ‌ 57.1 8.5.1 This Agreement is personal to the CONTRACTOR. The CONTRACTOR shall not assign, novate, subcontract novate or otherwise dispose of this Agreement or any part thereof without the prior written previous consent in writing of the AUTHORITY. 8.5.2 The CONTRACTOR shall not subcontract this Agreement or any part thereof without the previous consent in writing of the AUTHORITY, which such consent not to be unreasonably withheld or delayed. For the AUTHORITY may grantavoidance of doubt, refuse or, subject to clause 57.6 revoke in its discretion at any time. 57.2 The the AUTHORITY hereby consents to the CONTRACTOR’s subcontracting of its obligations specified in Schedule 18 to the respective Subcontractors specified therein. 8.5.3 The Fee Paid Registered Medical Practitioners approved and/or appointed pursuant to Clause 1.8.2 need not be listed in Schedule 18 or, subject to clause 57.1, such other contractors as may be notified by the CONTRACTOR to the AUTHORITY from time to time subject to the provision to the AUTHORITY of information in writing relating to the proposed subcontractor as may be requested by the AUTHORITY18. 57.3 The CONTRACTOR will remain primarily liable and responsible for 8.5.4 Subject to Clause 8.5.5, the acts and omissions of its subcontractors as fully as if they were the acts and omissions of the CONTRACTOR or its directors, officers, employees and agents. 57.4 The AUTHORITY shall be entitled entitled, upon reasonable notice to the CONTRACTOR, to: (A) 8.5.4.1 assign, novate, novate or otherwise dispose of its rights and obligations under this Agreement, Agreement or any part therefor thereof to any contracting authority (as defined in Regulation 3(1) of the Public Services Contracts Regulations 1993) (a “Contracting Authority”) Authority provided that any such assignment, novation or other disposal shall not increase the burden of the CONTRACTOR’s obligations pursuant to this Agreement; andor (B) 8.5.4.2 novate this Agreement to any other body (including, including but not limited to any private sector body) which substantially performs any of the functions that previously had been performed by the AUTHORITYAUTHORITY provided that such novation shall not increase the burden of the CONTRACTOR’s obligations pursuant to this Agreement. 57.5 8.5.5 Any change in the legal status of the AUTHORITY such that it ceases to be a Contracting Authority shall not not, subject to 8.5.6, affect the validity of this Agreement. In such circumstances, this Agreement shall bind and inure to the benefit of any such successor body to thethe AUTHORITY provided that such change in the legal status of the AUTHORITY shall not increase the burden of the CONTRACTOR’s obligations pursuant to this Agreement. 8.5.6 If this Agreement is novated to a body which is not a Contracting Authority pursuant to Clause 8.5.4.2 or if a successor body which is not a Contracting Authority becomes the AUTHORITY pursuant to Clause 8.5.5 (in the remainder of this Clause 8.5.6 both such bodies are referred to as the “transferee”): 8.5.6.1 the rights of termination of the AUTHORITY in Clause 11.3.1, Clause 11.3.2 and 11.4 shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency or Default of the transferee; 8.5.6.2 the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Agreement or any part thereof with the previous consent in writing of the CONTRACTOR; 8.5.6.3 any rights acquired by the transferee relating to any Use of the Intellectual Property Rights or the Software shall not extend beyond the activities previously performed by the AUTHORITY and, in particular, the transferee shall not be entitled to perform any service bureau or facilities management services utilising the Software or the Intellectual Property Rights for any third party; 8.5.6.4 the rights of the AUTHORITY under Clause 8.8.1 shall cease; and 8.5.6.5 the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Agreement had been amended by the parties in accordance with Clause 8.4: (a) in Clause 12.1.1.1, the words “acting for or on behalf of the Crown” in the second line shall be replaced with “employed by the AUTHORITY or acting on its behalf” and the words “the Crown” in the sixth line shall be replaced with “the AUTHORITY”; and (b) in Clause 12.1.1.2, the words “for or on behalf of the Crown” shall be replaced with “employed by the AUTHORITY or acting on its behalf”. 8.5.6.6 The AUTHORITY shall be entitled to disclose to any transferee any Confidential Information of the CONTRACTOR which relates to the performance of the Services by the CONTRACTOR and which the transferee needs to know in order to fulfil its obligations hereunder. In such circumstances the AUTHORITY shall authorise the transferee to use such Confidential Information only for purposes relating to the provision of the Services and for no other purposes and, for the avoidance of doubt, the AUTHORITY shall procure that the transferee enters into a confidentiality agreement in favour of the CONTRACTOR and shall procure that they shall be bound by confidentiality provisions no less onerous than those provisions of Clause 12.5 in relation to such Confidential Information.

TRANSFER AND SUBCONTRACTING. ‌ 57.1 This Agreement is personal to the CONTRACTOR31.1. The CONTRACTOR Supplier shall not assign, novate, subcontract sub-contract or otherwise in any other way dispose of this Agreement or any part thereof of it without prior Approval. Sub-contracting any part of this Agreement shall not relieve the prior written consent Supplier of the AUTHORITY, which consent the AUTHORITY may grant, refuse or, subject to clause 57.6 revoke in any of its discretion at any timeobligations or duties under this Agreement. 57.2 31.2. The AUTHORITY hereby consents to the CONTRACTOR’s subcontracting obligations specified in Schedule 18 to the respective Subcontractors specified in Schedule 18 or, subject to clause 57.1, such other contractors as may Supplier shall be notified by the CONTRACTOR to the AUTHORITY from time to time subject to the provision to the AUTHORITY of information in writing relating to the proposed subcontractor as may be requested by the AUTHORITY. 57.3 The CONTRACTOR will remain primarily liable and responsible for the acts and omissions of its subcontractors Sub-contractors as fully as if though they were are its own. 31.3. Where the acts and omissions Authority has consents to the placing of Sub-contracts, copies of each Sub-contract shall, at the request of the CONTRACTOR or its directorsAuthority, officers, employees and agentsbe sent by the Supplier to the Authority as soon as reasonably practicable. 57.4 31.4. The AUTHORITY shall be entitled to: (A) Authority may assign, novate, novate or otherwise dispose of its rights and obligations under this Agreement, Agreement or any part therefor thereof to: 31.4.1. any Contracting Authority; 31.4.2. any other body established by the Crown or under statute in order substantially to perform any contracting authority (as defined in Regulation 3(1) of the Public Services Contracts Regulations 1993) (a “Contracting functions that had previously been performed by the Authority”) ; or 31.4.3. any private sector body which performs the functions of the Authority; provided that any such assignment, novation or other disposal shall not increase the burden of the CONTRACTORSupplier’s obligations pursuant to under this Agreement; and (B) novate this Agreement to any other body (including, but not limited to any private sector body) which substantially performs any of the functions that previously had been performed by the AUTHORITY. 57.5 31.5. Any change in the legal status of the AUTHORITY Authority such that it ceases to be a Contracting Authority shall not not, subject to clause 31, affect the validity of this Agreement. In such circumstances, this Agreement shall bind and inure to the benefit of any such successor body to thethe Authority. 31.6. The Authority may disclose to any transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s obligations under this Agreement. In such circumstances the Authority shall authorise the transferee to use such Confidential Information only for purposes relating to the performance of the Supplier’s obligations under this Agreement and for no other purpose and shall take all reasonable steps to ensure that the transferee gives a confidentiality undertaking in relation to such Confidential Information. 31.7. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement.