Common use of Transfer of Responsibility on Expiry or Termination Clause in Contracts

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or upon the expiry or termination of this Agreement, you shall at no additional cost to us promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we may reasonably require for the purpose of ensuring an orderly transfer of responsibility. We shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall direct. 32.2 The assistance referred to in Clause 32.1 may include the delivery or destruction of documents and data in your possession or control which relate to the Grant or the Project. 32.3 On any transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreement.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations participants or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or upon the expiry or termination of this Agreement, you shall at no additional cost to us promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we may reasonably require for the purpose of ensuring an orderly transfer of responsibility. We shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall direct. 32.2 The assistance referred to in Clause 32.1 may include the delivery or destruction of documents and data in your possession or control which relate to the Grant or the Project. 32.3 On any transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreement.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 23.1 The Parties agree that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or if upon the expiry or termination of this AgreementContract or any part of the Service being provided under the Contract, you circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 23.2 The Parties agree that on termination or expiry of this Contract for any reason, the continuity of the Services is of paramount importance. THE CONTRACTOR shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by THE SFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry in so far as it is practicable to do so. 23.3 On termination or expiry of this Contract for any reason the Learner Files will become the property of THE SFA. THE CONTRACTOR shall allow THE SFA his servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by THE SFA to transfer Learner Files to any third party nominated by THE SFA. 23.4 THE CONTRACTOR shall, at no additional cost to us THE SFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we THE SFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We THE CONTRACTOR shall use all reasonable endeavors to ensure that its employees and its sub-contractors are under a similar obligation. THE SFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 The 23.5 Such assistance referred to in Clause 32.1 may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of THE CONTRACTOR or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 23.6 THE CONTRACTOR undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of THE SFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 25.1 The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of paragraph 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the Department either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the Department and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the Department will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2. 25.3 On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully with any reasonable requests made by the Department relating to this. For the avoidance of doubt the Department will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The Department will not be liable for any costs prior to or after the Termination Date incurred by the Contractor in complying with this clause 25.3. 25.4 Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the Department, the Contractor will upon request: 25.4.1 provide for transfer to the Department and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.4.2 provide the Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its Sub-Contractors' personnel as have been involved in the development, provision or management of the Services and who are still employed or engaged by the Contractor or its Sub-Contractors. 25.5 On termination or expiry of this Contract for any reason the Apprentice Files will become the property of the Department. The Contractor shall allow the Department their servants or agent to have access to its Premises to remove Apprentice Files or otherwise comply with a request by the Department to transfer Apprentice Files to any third party nominated by the Department. 25.6 The Contractor shall, at no additional cost to us the Department, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavours to ensure that its employees and its Sub-Contractors are under a similar obligation. The Department shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.7 The Contractor will: 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.7.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.7.3 answer all reasonable questions from the Department and/or its Successor Contractor regarding the Services; 25.7.4 agree with the Department and/or the Successor Contractor a plan for the migration of the Department Data to the Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 25.8 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Sub-Contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.9 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Department to ensure an orderly transfer of responsibility, your employees who have been engaged responsibility for provision of the Services. 25.10 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 25 and the Project may have Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure. 25.11 The termination or expiry of this Contract shall be without prejudice to rights under of either Party accrued prior to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE Termination Date or Expiry Date and shall indemnify us against not affect the continuing rights of the Parties under any lossesprovision of the Contract that either expressly or by implication has effect after the Termination Date or the Expiry Date 25.12 The Department reserves the right to retain Funding that would otherwise be paid to the Contractor prior to the Termination Date, liabilitiesand/or to demand repayment of Funding as relevant, claims, costs and expenses in order to reconcile what has already been paid to the Contractor under Appendix 1 with the amount the Contractor is entitled to under this Contract (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and includingthe Funding Rules). 25.13 Where the Contract is terminated or expires, the date when any such employees' contracts Department may elect to take the role of employment are Data Controller to secure and protect Apprentice Files, Learner Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreementnew Contractor, the Project Apprentice, or destroyed in accordance with defined retention periods. If the Grant and Department elects to any other body which substantially performs any of assume this role, the functions similar Contractor shall co-operate fully to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreementfacilitate this.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 25.1 The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the ESFA and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2. 25.3 On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully with any reasonable requests made by the ESFA relating to this. For the avoidance of doubt the ESFA will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The ESFA will not be liable for any costs prior to or after incurred by the Contractor in complying with this clause 25.3. 25.4 Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the ESFA, the Contractor will upon request: 25.4.1 provide for transfer to the ESFA and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.4.2 provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its sub-contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its sub-contractors. 25.5 On termination or expiry of this Contract for any reason the Evidence Packs will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its premises to remove Evidence Packs or otherwise comply with a request by the ESFA to transfer Evidence Packs to any third party nominated by the ESFA. 25.6 The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavors to ensure that its employees and its sub-contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.7 The Contractor will: 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.7.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.7.3 answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 25.7.4 agree with the ESFA and/or the Successor Contractor a plan for the migration of the ESFA Data to the ESFA and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills 25.8 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.9 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 23.1 The Parties agree that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or if upon the expiry or termination of this AgreementContract or any part of the Service being provided under the Contract, you circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 23.2 The Parties agree that on termination or expiry of this Contract for any reason, the continuity of the Services is of paramount importance. THE CONTRACTOR shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by THE CHIEF EXECUTIVE either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry in so far as it is practicable to do so. 23.3 On termination or expiry of this Contract for any reason the Learner Files will become the property of THE CHIEF EXECUTIVE. THE CONTRACTOR shall allow THE CHIEF EXECUTIVE her servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by THE CHIEF EXECUTIVE to transfer Learner Files to any third party nominated by THE CHIEF EXECUTIVE. 23.4 THE CONTRACTOR shall, at no additional cost to us THE CHIEF EXECUTIVE, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we THE CHIEF EXECUTIVE may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We THE CONTRACTOR shall use all reasonable endeavors to ensure that its employees and its sub-contractors are under a similar obligation. THE CHIEF EXECUTIVE shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 The 23.5 Such assistance referred to in Clause 32.1 may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of THE CONTRACTOR or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 23.6 THE CONTRACTOR undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of THE CHIEF EXECUTIVE to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 24.1. The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 24.2. The Parties agree that on termination (in whole or in anticipation part) or expiry of this Contract for any reason, the continuity of the cessation Services is of paramount importance. The Contractor shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the Project, Services from the Contractor to the ESFA and/or upon any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this clause 24.2. 24.3. On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Learners and shall co-operate fully with any reasonable requests made by the ESFA relating to this. For the avoidance of doubt the ESFA will be entitled to request that where the Contractor cannot complete Learners that it will co-operate in transferring the Learners to a new provider even if this is prior to the termination or expiry of this Contract. The ESFA will not be liable for any costs prior to or after incurred by the Contractor in complying with this clause 24.3. 24.4. Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the ESFA, the Contractor will upon request: 24.4.1. provide for transfer to the ESFA and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 24.4.2. provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its Sub-Contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its Sub-Contractors. 24.5. On termination or expiry of this Contract for any reason the Learner Files will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by the ESFA to transfer Learner Files to any third party nominated by the ESFA. 24.6. The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavours to ensure that its employees and its sub-contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 24.7. The Contractor will: 24.7.1. with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 24.7.2. provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 24.7.3. answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 24.7.4. agree with the ESFA and/or the Successor Contractor a plan for the migration of the ESFA Data to the ESFA and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 24.8. Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 24.9. The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 25.1 The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the ESFA and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2. 25.3 On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully with any reasonable requests made by the ESFA relating to this. For the avoidance of doubt the ESFA will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The ESFA will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Contractor in complying with this clause 25.3. 25.4 Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the ESFA, the Contractor will upon request: 25.4.1 provide for transfer to the ESFA and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.4.2 provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its Sub-Contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its Sub-Contractors. 25.5 On termination or expiry of this Contract for any reason the Evidence Packs will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its premises to remove Evidence Packs or otherwise comply with a request by the ESFA to transfer Evidence Packs to any third party nominated by the ESFA. 25.6 The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavors to ensure that its employees and its Sub-Contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.7 The Contractor will: 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.7.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.7.3 answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 25.7.4 agree with the ESFA and/or the Successor Contractor a plan for the migration of the ESFA Data to the ESFA and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills 25.8 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Sub-Contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.9 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged responsibility for provision of the Services. 25.10 If the Contractor does not co-operate with the ESFA in relation to exit in accordance with this Clause 25 and the Project may have ESFA incurs additional expenditure of any description as a result, the ESFA reserves the right to require the Contractor to reimburse the ESFA for this additional expenditure. 25.11 The termination or expiry of this Contract shall be without prejudice to rights under of either Party accrued prior to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE Termination Date or Expiry Date and shall indemnify us against not affect the continuing rights of the Parties under any lossesprovision of the Contract that either expressly or by implication has effect after the Termination Date or the Expiry Date. 25.12 The ESFA reserves the right to retain Funding that would otherwise be paid to the Contractor prior to the Termination Date, liabilitiesand/or to demand repayment of Funding as relevant, claims, costs and expenses in order to reconcile what has already been paid to the Contractor under Appendix 1 with the amount the Contractor is entitled to under this Contract (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and includingthe Funding Rules). 25.13 Where the Contract is terminated or expires, the date when any such employees' contracts ESFA may elect to take the role of employment are Data Controller to secure and protect Apprentice Files, Apprentice Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreementnew Contractor, the Project Apprentice, or destroyed in accordance with defined retention periods. If the Grant and ESFA elects to any other body which substantially performs any of assume this role, the functions similar Contractor shall co-operate fully to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreementfacilitate this.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider ‌ 25.1 The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of paragraph 1 in Schedule 1 of this Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the Department either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the Department and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the Department will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2.‌ 25.3 On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully‌ with any reasonable requests made by the Department relating to this. For the avoidance of doubt the Department will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Contractor in complying with this Clause 25.3. 25.4 Three (3) months prior to the Expiry Date of this Contract (or where this Contract is terminated within the timescale notified by the Department, the Contractor will upon request: 25.4.1 provide for transfer to the Department and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.4.2 provide the Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its Subcontractors' personnel as have been involved in the development, provision or management of the Services and who are still employed or engaged by the Contractor or its Subcontractors. 25.5 On termination or expiry of this Contract for any reason the Evidence Packs will become the property of the Department. The Contractor shall allow the Department their servants or agent to have access to its premises to remove Evidence Packs or otherwise comply with a request by the Department to transfer Evidence Packs to any third party nominated by the Department. 25.6 The Contractor shall, at no additional cost to us the Department, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavours to ensure that its employees and its Subcontractors are under a similar obligation. The Department shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.7 The Contractor will: 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.7.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.7.3 answer all reasonable questions from the Department and/or its Successor Contractor regarding the Services; 25.7.4 agree with the Department and/or the Successor Contractor a plan for the migration of the Department Data to the Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 25.8 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Subcontractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.9 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Department to ensure an orderly transfer of responsibility, your employees who have been engaged responsibility for provision of the Services. 25.10 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 25 and the Project may have Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure. 25.11 The termination or expiry of this Contract shall be without prejudice to rights under of either Party accrued prior to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE Termination Date or Expiry Date and shall indemnify us against not affect the continuing rights of the Parties under any lossesprovision of the Contract that either expressly or by implication has effect after the Termination Date or the Expiry Date. 25.12 The Department reserves the right to retain Funding that would otherwise be paid to the Contractor prior to the Termination Date, liabilitiesand/or to demand repayment of Funding as relevant, claims, costs and expenses in order to reconcile what has already been paid to the Contractor under Appendix 1 with the amount the Contractor is entitled to under this Contract (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and includingthe Funding Rules). 25.13 Where the Contract is terminated or expires, the date when any such employees' contracts Department may elect to take the role of employment are Data Controller to secure and protect Apprentice Files, Apprentice Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreementnew Contractor, the Project Apprentice, or destroyed in accordance with defined retention periods. If the Grant and Department elects to any other body which substantially performs any of assume this role, the functions similar Contractor shall co-operate fully to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreement.facilitate this.‌

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations beneficiaries or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or upon the expiry or termination of this Agreement, you shall at no additional cost to us promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we may reasonably require for the purpose of ensuring an orderly transfer of responsibility. We shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall direct. 32.2 The assistance referred to in Clause clause 32.1 may include the delivery or destruction of documents and data in your possession or control which relate to the Grant or the Project. 32.3 On any transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“"TUPE”"). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (iapplies(i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreement.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 25.1 The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the Department either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the Department and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the Department will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2. 25.3 On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully with any reasonable requests made by the Department relating to this. For the avoidance of doubt the Department will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Contractor in complying with this clause 25.3. 25.4 Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the Department, the Contractor will upon request: 25.4.1 provide for transfer to the Department and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.4.2 provide the Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its Sub-Contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its Sub-Contractors. 25.5 On termination or expiry of this Contract for any reason the Evidence Packs will become the property of the Department. The Contractor shall allow the Department their servants or agent to have access to its premises to remove Evidence Packs or otherwise comply with a request by the Department to transfer Evidence Packs to any third party nominated by the Department. 25.6 The Contractor shall, at no additional cost to us the Department, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavors to ensure that its employees and its Sub-Contractors are under a similar obligation. The Department shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.7 The Contractor will: 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.7.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.7.3 answer all reasonable questions from the Department and/or its Successor Contractor regarding the Services; 25.7.4 agree with the Department and/or the Successor Contractor a plan for the migration of the Department Data to the Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 25.8 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Sub-Contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.9 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Department to ensure an orderly transfer of responsibility, your employees who have been engaged responsibility for provision of the Services. 25.10 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 25 and the Project may have Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure. 25.11 The termination or expiry of this Contract shall be without prejudice to rights under of either Party accrued prior to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE Termination Date or Expiry Date and shall indemnify us against not affect the continuing rights of the Parties under any lossesprovision of the Contract that either expressly or by implication has effect after the Termination Date or the Expiry Date. 25.12 The Department reserves the right to retain Funding that would otherwise be paid to the Contractor prior to the Termination Date, liabilitiesand/or to demand repayment of Funding as relevant, claims, costs and expenses in order to reconcile what has already been paid to the Contractor under Appendix 1 with the amount the Contractor is entitled to under this Contract (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and includingthe Funding Rules). 25.13 Where the Contract is terminated or expires, the date when any such employees' contracts Department may elect to take the role of employment are Data Controller to secure and protect Apprentice Files, Apprentice Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreementnew Contractor, the Project Apprentice, or destroyed in accordance with defined retention periods. If the Grant and Department elects to any other body which substantially performs any of assume this role, the functions similar Contractor shall co-operate fully to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreementfacilitate this.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 25.1 The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Paragraph 1 in Schedule 1 of this Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the Department either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the Department and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the Department will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2. 25.3 On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully with any reasonable requests made by the Department relating to this. For the avoidance of doubt the Department will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The Department will not be liable for any costs prior to or after the Termination Date incurred by the Contractor in complying with this clause 25.3. 25.4 Three (3) months prior to the Expiry Date of this Contract (or where this Contract is terminated within the timescale notified by the Department, the Contractor will upon request: 25.4.1 provide for transfer to the Department and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.4.2 provide the Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its Subcontractors' personnel as have been involved in the development, provision or management of the Services and who are still employed or engaged by the Contractor or its Subcontractors. 25.5 On termination or expiry of this Contract for any reason the Apprentice Files will become the property of the Department. The Contractor shall allow the Department their servants or agent to have access to its Premises to remove Apprentice Files or otherwise comply with a request by the Department to transfer Apprentice Files to any third party nominated by the Department. 25.6 The Contractor shall, at no additional cost to us the Department, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavours to ensure that its employees and its Subcontractors are under a similar obligation. The Department shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.7 The Contractor will: 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.7.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.7.3 answer all reasonable questions from the Department and/or its Successor Contractor regarding the Services; 25.7.4 agree with the Department and/or the Successor Contractor a plan for the migration of the Department Data to the Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 25.8 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Subcontractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.9 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Department to ensure an orderly transfer of responsibility, your employees who have been engaged responsibility for provision of the Services. 25.10 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 25 and the Project may have Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure. 25.11 The termination or expiry of this Contract shall be without prejudice to rights under of either Party accrued prior to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE Termination Date or Expiry Date and shall indemnify us against not affect the continuing rights of the Parties under any lossesprovision of the Contract that either expressly or by implication has effect after the Termination Date or the Expiry Date 25.12 The Department reserves the right to retain Funding that would otherwise be paid to the Contractor prior to the Termination Date, liabilitiesand/or to demand repayment of Funding as relevant, claims, costs and expenses in order to reconcile what has already been paid to the Contractor under Appendix 1 with the amount the Contractor is entitled to under this Contract (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and includingthe Funding Rules). 25.13 Where the Contract is terminated or expires, the date when any such employees' contracts Department may elect to take the role of employment are Data Controller to secure and protect Apprentice Files, Learner Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreementnew Contractor, the Project Apprentice, or destroyed in accordance with defined retention periods. If the Grant and Department elects to any other body which substantially performs any of assume this role, the functions similar Contractor shall co-operate fully to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreement.facilitate this.‌

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 24.1. The Parties agree that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or if upon the expiry or termination of this AgreementContract or any part of the Service being provided under the Contract, you circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 24.2. The Parties agree that on termination (in whole or in part) or expiry of this Contract for any reason, the continuity of the Services is of paramount importance. The Contractor shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the Services from the Contractor to the ESFA and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this clause 24.2. 24.3. Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the ESFA, the Contractor will upon request: 24.3.1. provide for transfer to the ESFA and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 24.3.2. provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its Sub-Contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its Sub-Contractors. 24.4. On termination or expiry of this Contract for any reason the Learner Files will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by the ESFA to transfer Learner Files to any third party nominated by the ESFA. 24.5. The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavours to ensure that its employees and its sub-contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 24.6. The Contractor will: 24.6.1. with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 24.6.2. provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 24.6.3. answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 24.6.4. agree with the ESFA and/or the Successor Contractor a plan for the migration of the ESFA Data to the ESFA and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 24.7. Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 24.8. The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 25.1 The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of paragraph 1 in Schedule 1 of this Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the Department either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the Department and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the Department will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2. 25.3 On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully with any reasonable requests made by the Department relating to this. For the avoidance of doubt the Department will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Contractor in complying with this Clause 25.3. 25.4 Three (3) months prior to the Expiry Date of this Contract (or where this Contract is terminated within the timescale notified by the Department, the Contractor will upon request: 25.4.1 provide for transfer to the Department and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.4.2 provide the Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its Subcontractors' personnel as have been involved in the development, provision or management of the Services and who are still employed or engaged by the Contractor or its Subcontractors. 25.5 On termination or expiry of this Contract for any reason the Evidence Packs will become the property of the Department. The Contractor shall allow the Department their servants or agent to have access to its premises to remove Evidence Packs or otherwise comply with a request by the Department to transfer Evidence Packs to any third party nominated by the Department. 25.6 The Contractor shall, at no additional cost to us the Department, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavours to ensure that its employees and its Subcontractors are under a similar obligation. The Department shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.7 The Contractor will: 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.7.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.7.3 answer all reasonable questions from the Department and/or its Successor Contractor regarding the Services; 25.7.4 agree with the Department and/or the Successor Contractor a plan for the migration of the Department Data to the Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 25.8 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Subcontractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.9 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Department to ensure an orderly transfer of responsibility, your employees who have been engaged responsibility for provision of the Services. 25.10 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 25 and the Project may have Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure. 25.11 The termination or expiry of this Contract shall be without prejudice to rights under of either Party accrued prior to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE Termination Date or Expiry Date and shall indemnify us against not affect the continuing rights of the Parties under any lossesprovision of the Contract that either expressly or by implication has effect after the Termination Date or the Expiry Date. 25.12 The Department reserves the right to retain Funding that would otherwise be paid to the Contractor prior to the Termination Date, liabilitiesand/or to demand repayment of Funding as relevant, claims, costs and expenses in order to reconcile what has already been paid to the Contractor under Appendix 1 with the amount the Contractor is entitled to under this Contract (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and includingthe Funding Rules). 25.13 Where the Contract is terminated or expires, the date when any such employees' contracts Department may elect to take the role of employment are Data Controller to secure and protect Apprentice Files, Apprentice Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreementnew Contractor, the Project Apprentice, or destroyed in accordance with defined retention periods. If the Grant and Department elects to any other body which substantially performs any of assume this role, the functions similar Contractor shall co-operate fully to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreementfacilitate this.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 23.1 The Parties agree that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or if upon the expiry or termination of this AgreementContract or any part of the Service being provided under the Contract, you circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. WITHDRAWN 23.2 The Parties agree that on termination or expiry of this Contract for any reason, the continuity of the Services is of paramount importance. THE CONTRACTOR shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by THE SFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry in so far as it is practicable to do so. 23.3 On termination or expiry of this Contract for any reason the Learner Files will become the property of THE SFA. THE CONTRACTOR shall allow THE SFA his servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by THE SFA to transfer Learner Files to any third party nominated by THE SFA. 23.4 THE CONTRACTOR shall, at no additional cost to us THE SFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we THE SFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We THE CONTRACTOR shall use all reasonable endeavors to ensure that its employees and its sub-contractors are under a similar obligation. THE SFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 The 23.5 Such assistance referred to in Clause 32.1 may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of THE CONTRACTOR or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 23.6 THE CONTRACTOR undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of THE SFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 24.1 The Parties agree that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or if upon the expiry or termination of this AgreementContract or any part of the Service being provided under the Contract, you circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 24.2 On termination or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry in so far as it is practicable to do so. The ESFA will not be liable for any costs incurred by the Contractor in complying with this clause 24.2. 24.3 On termination or expiry of this Contract for any reason the Learner Files will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its Premises to remove Learner Files or otherwise comply with a request by the ESFA to transfer Learner Files to any third party nominated by the ESFA. 24.4 The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavors to ensure that its employees and its Subcontractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 The 24.5 Such assistance referred to in Clause 32.1 may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Subcontractors , which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 24.6 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 25.1 The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the ESFA and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2. 25.3 On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully with any reasonable requests made by the ESFA relating to this. For the avoidance of doubt the ESFA will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The ESFA will not be liable for any costs prior to or after incurred by the Contractor in complying with this clause 25.3. 25.4 Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the ESFA, the Contractor will upon request: 25.4.1 provide for transfer to the ESFA and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.4.2 provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its sub-contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its sub-contractors. 25.5 On termination or expiry of this Contract for any reason the Apprentice Files will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its Premises to remove Apprentice Files or otherwise comply with a request by the ESFA to transfer Apprentice Files to any third party nominated by the ESFA. 25.6 The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavours to ensure that its employees and its sub-contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.7 The Contractor will: 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.7.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.7.3 answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 25.7.4 agree with the ESFA and/or the Successor Contractor a plan for the migration of the ESFA Data to the ESFA and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 25.8 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.9 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 25.1 The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the ESFA and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2. 25.3 On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully with any reasonable requests made by the ESFA relating to this. For the avoidance of doubt the ESFA will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The ESFA will not be liable for any costs prior to or after the Termination Date incurred by the Contractor in complying with this clause 25.3. 25.4 Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the ESFA, the Contractor will upon request: 25.4.1 provide for transfer to the ESFA and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.4.2 provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its Sub-Contractors' personnel as have been involved in the development, provision or management of the Services and who are still employed or engaged by the Contractor or its Sub-Contractors. 25.5 On termination or expiry of this Contract for any reason the Apprentice Files will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its Premises to remove Apprentice Files or otherwise comply with a request by the ESFA to transfer Apprentice Files to any third party nominated by the ESFA. 25.6 The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavours to ensure that its employees and its Sub-Contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.7 The Contractor will: 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.7.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.7.3 answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 25.7.4 agree with the ESFA and/or the Successor Contractor a plan for the migration of the ESFA Data to the ESFA and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 25.8 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Sub-Contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.9 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged responsibility for provision of the Services. 25.10 If the Contractor does not co-operate with the ESFA in relation to exit in accordance with this Clause 25 and the Project may have ESFA incurs additional expenditure of any description as a result, the ESFA reserves the right to require the Contractor to reimburse the ESFA for this additional expenditure. 25.11 The termination or expiry of this Contract shall be without prejudice to rights under of either Party accrued prior to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE Termination Date or Expiry Date and shall indemnify us against not affect the continuing rights of the Parties under any lossesprovision of the Contract that either expressly or by implication has effect after the Termination Date or the Expiry Date 25.12 The ESFA reserves the right to retain Funding that would otherwise be paid to the Contractor prior to the Termination Date, liabilitiesand/or to demand repayment of Funding as relevant, claims, costs and expenses in order to reconcile what has already been paid to the Contractor under Appendix 1 with the amount the Contractor is entitled to under this Contract (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and includingthe Funding Rules). 25.13 Where the Contract is terminated or expires, the date when any such employees' contracts ESFA may elect to take the role of employment are Data Controller to secure and protect Apprentice Files, Learner Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreementnew Contractor, the Project Apprentice, or destroyed in accordance with defined retention periods. If the Grant and ESFA elects to any other body which substantially performs any of assume this role, the functions similar Contractor shall co-operate fully to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreementfacilitate this.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 23.1 The Parties agree that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or if upon the expiry or termination of this AgreementContract or any part of the Service being provided under the Contract, you circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 23.2 The Parties agree that on termination or expiry of this Contract for any reason, the continuity of the Services is of paramount importance. THE CONTRACTOR shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by THE CHIEF EXECUTIVE either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry in so far as it is practicable to do so. 23.3 On termination or expiry of this Contract for any reason the Learner Files will become the property of THE CHIEF EXECUTIVE. THE CONTRACTOR shall allow THE CHIEF EXECUTIVE her servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by THE CHIEF EXECUTIVE to transfer Learner Files to any third party nominated by THE CHIEF EXECUTIVE. WITHDRAWN 23.4 THE CONTRACTOR shall, at no additional cost to us THE CHIEF EXECUTIVE, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we THE CHIEF EXECUTIVE may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We THE CONTRACTOR shall use all reasonable endeavors to ensure that its employees and its sub-contractors are under a similar obligation. THE CHIEF EXECUTIVE shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 The 23.5 Such assistance referred to in Clause 32.1 may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of THE CONTRACTOR or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 23.6 THE CONTRACTOR undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of THE CHIEF EXECUTIVE to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 26.1. The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 26.2. On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the ESFA and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this Clause 26.2. 26.3. On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Learners and shall co-operate fully with any reasonable requests made by the ESFA relating to this. For the avoidance of doubt the ESFA will be entitled to request that where the Contractor cannot complete Learners that it will co-operate in transferring the Learners to a new provider even if this is prior to the termination or expiry of this Contract. The ESFA will not be liable for any costs prior to or after the Termination Date incurred by the Contractor in complying with this clause 26.3. 26.4. Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the ESFA, the Contractor will upon request: 26.4.1. provide for transfer to the ESFA and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 26.4.2. provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its Sub-Contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its Sub-Contractors. 26.5. On termination or expiry of this Contract for any reason the Learner Files will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by the ESFA to transfer Learner Files to any third party nominated by the ESFA. 26.6. The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavors to ensure that its employees and its Sub-Contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 26.7. The Contractor will: 26.7.1. with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.7.2. provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 26.7.3. answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 26.7.4. agree with the ESFA and/or the Successor Contractor a plan for the migration of the ESFA Data to the ESFA and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills 26.8. Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Sub-Contractors, which relate to performance, monitoring, management and reporting of the Grant or Learning Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 26.9. The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged responsibility for provision of the Services. 26.10. If the Contractor does not co-operate with the ESFA in relation to exit in accordance with this Clause 26 and the Project may have ESFA incurs additional expenditure of any description as a result, the ESFA reserves the right to require the Contractor to reimburse the ESFA for this additional expenditure. 26.11. The termination or expiry of this Contract shall be without prejudice to rights under of either Party accrued prior to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE Termination Date or Expiry Date and shall indemnify us against not affect the continuing rights of the Parties under any lossesprovision of the Contract that either expressly or by implication has effect after the Termination Date or the Expiry Date. 26.12. The ESFA reserves the right to retain Funding that would otherwise be paid to the Contractor prior to the Termination Date, liabilitiesand/or to demand repayment of Funding as relevant, claims, costs and expenses in order to reconcile what has already been paid to the Contractor under Appendix 1 with the amount the Contractor is entitled to under this Contract (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and includingthe Funding Rules). 26.13. Where the Contract is terminated or expires, the date when any such employees' contracts ESFA may elect to take the role of employment are Data Controller to secure and protect Learner Files, Learner Records and/or Evidence Packs, including e-portfolios until the Learner information can be transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreementnew Contractor, the Project Learner, or destroyed in accordance with defined retention periods. If the Grant and ESFA elects to any other body which substantially performs any of assume this role, the functions similar Contractor shall co-operate fully to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreementfacilitate this.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 24.1. The Parties agree that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or if upon the expiry or termination of this AgreementContract or any part of the Service being provided under the Contract, you circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 24.2. On termination or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry in so far as it is practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this Clause 24.2 24.3. On termination or expiry of this Contract for any reason the Evidence Packs will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its premises to remove Evidence Packs or otherwise comply with a request by the ESFA to transfer Evidence Packs to any third party nominated by the ESFA. 24.4. The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavors to ensure that its employees and its Sub-Contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 The 24.5. Such assistance referred to in Clause 32.1 may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Sub-Contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 24.6. The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 25.1 The Parties agree that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or if upon the expiry or termination of this AgreementContract or any part of the Service being provided under the Contract, you circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the Services from the Contractor to the ESFA and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2. 25.3 Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the ESFA, the Contractor will upon request: 25.3.1 provide for transfer to the ESFA and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.3.2 provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its sub-contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its sub-contractors. 25.4 On termination or expiry of this Contract for any reason the Evidence Packs will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its premises to remove Evidence Packs or otherwise comply with a request by the ESFA to transfer Evidence Packs to any third party nominated by the ESFA. 25.5 The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavors to ensure that its employees and its sub-contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.6 The Contractor will: 25.6.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.6.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.6.3 answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 25.6.4 agree with the ESFA and/or the Successor Contractor a plan for the migration of the ESFA Data to the ESFA and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills 25.7 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.8 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 25.1 The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the Department either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the Department and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the Department will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2. 25.3 On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully with any reasonable requests made by the Department relating to this. For the avoidance of doubt the Department will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Contractor in complying with this clause 25.3. 25.4 Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the Department, the Contractor will upon request: 25.4.1 provide for transfer to the Department and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 25.4.2 provide the Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its Sub-Contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its Sub-Contractors. 25.5 On termination or expiry of this Contract for any reason the Evidence Packs will become the property of the Department. The Contractor shall allow the Department their servants or agent to have access to its premises to remove Evidence Packs or otherwise comply with a request by the Department to transfer Evidence Packs to any third party nominated by the Department. 25.6 The Contractor shall, at no additional cost to us the Department, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavors to ensure that its employees and its Sub-Contractors are under a similar obligation. The Department shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 25.7 The Contractor will: 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 25.7.2 provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 25.7.3 answer all reasonable questions from the Department and/or its Successor Contractor regarding the Services; 25.7.4 agree with the Department and/or the Successor Contractor a plan for the migration of the Department Data to the Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills 25.8 Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Sub-Contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 25.9 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Department to ensure an orderly transfer of responsibility, your employees who have been engaged responsibility for provision of the Services. 25.10 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 25 and the Project may have Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure. 25.11 The termination or expiry of this Contract shall be without prejudice to rights under of either Party accrued prior to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE Termination Date or Expiry Date and shall indemnify us against not affect the continuing rights of the Parties under any lossesprovision of the Contract that either expressly or by implication has effect after the Termination Date or the Expiry Date. 25.12 The Department reserves the right to retain Funding that would otherwise be paid to the Contractor prior to the Termination Date, liabilitiesand/or to demand repayment of Funding as relevant, claims, costs and expenses in order to reconcile what has already been paid to the Contractor under Appendix 1 with the amount the Contractor is entitled to under this Contract (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and includingthe Funding Rules). 25.13 Where the Contract is terminated or expires, the date when any such employees' contracts Department may elect to take the role of employment are Data Controller to secure and protect Apprentice Files, Apprentice Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreementnew Contractor, the Project Apprentice, or destroyed in accordance with defined retention periods. If the Grant and Department elects to any other body which substantially performs any of assume this role, the functions similar Contractor shall co-operate fully to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreementfacilitate this.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 26.1. The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 26.2. On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by the Department either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the Department and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the Department will not be liable for any costs incurred by the Contractor in complying with this Clause 26.2. 26.3. On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Learners and shall co-operate fully with any reasonable requests made by the Department relating to this. For the avoidance of doubt the Department will be entitled to request that where the 26.4. Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the Department, the Contractor will upon request: 26.4.1. provide for transfer to the Department and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 26.4.2. provide the Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its Sub- Contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its Sub-Contractors. 26.5. On termination or expiry of this Contract for any reason the Learner Files will become the property of the Department. The Contractor shall allow the Department their servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by the Department to transfer Learner Files to any third party nominated by the Department. 26.6. The Contractor shall, at no additional cost to us the Department, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavours to ensure that its employees and its Sub-Contractors are under a similar obligation. The Department shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 26.7. The Contractor will: 26.7.1. with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.7.2. provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 26.7.3. answer all reasonable questions from the Department and/or its Successor Contractor regarding the Services; 26.7.4. agree with the Department and/or the Successor Contractor a plan for the migration of the Department Data to the Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 26.8. Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its Sub-Contractors, which relate to performance, monitoring, management and reporting of the Grant or Learning Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 26.9. The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Department to ensure an orderly transfer of responsibility, your employees who have been engaged responsibility for provision of the Services. 26.10. If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 26 and the Project may have Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure. 26.11. The termination or expiry of this Contract shall be without prejudice to rights under of either Party accrued prior to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE Termination Date or Expiry Date and shall indemnify us against not affect the continuing rights of the Parties under any lossesprovision of the Contract that either expressly or by implication has effect after the Termination Date or the Expiry Date. 26.12. The Department reserves the right to retain Funding that would otherwise be paid to the Contractor prior to the Termination Date, liabilitiesand/or to demand repayment of Funding as relevant, claims, costs and expenses in order to reconcile what has already been paid to the Contractor under Appendix 1 with the amount the Contractor is entitled to under this Contract (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and includingthe Funding Rules). 26.13. Where the Contract is terminated or expires, the date when any such employees' contracts Department may elect to take the role of employment are Data Controller to secure and protect Learner Files, Learner Records and/or Evidence Packs, including e-portfolios until the Learner information can be transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreementnew Contractor, the Project Learner, or destroyed in accordance with defined retention periods. If the Grant and Department elects to any other body which substantially performs any of assume this role, the functions similar Contractor shall co-operate fully to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreementfacilitate this.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 23.1 The Parties agree that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or if upon the expiry or termination of this AgreementContract or any part of the Service being provided under the Contract, you circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 23.2 On termination or expiry of this Contract for any reason, THE CONTRACTOR shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by THE ESFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry in so far as it is practicable to do so. The ESFA will not be liable for any costs incurred by THE CONTRACTOR in complying with this clause 23.2. 23.3 On termination or expiry of this Contract for any reason the Learner Files will become the property of THE ESFA. THE CONTRACTOR shall allow THE ESFA his servants or agent to have access to its Premises to remove Learner Files or otherwise comply with a request by THE ESFA to transfer Learner Files to any third party nominated by THE ESFA. 23.4 THE CONTRACTOR shall, at no additional cost to us THE ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we THE ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We THE CONTRACTOR shall use all reasonable endeavors to ensure that its employees and its sub-contractors are under a similar obligation. THE ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 The 23.5 Such assistance referred to in Clause 32.1 may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of THE CONTRACTOR or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 23.6 THE CONTRACTOR undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of THE ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider 26.1. The Parties agree that a transfer if upon termination of responsibility this Contract or any part of the Service being provided under the Contract, circumstances arise in respect which the Transfer of Project ActivitiesUndertakings (Protection of Employment) Regulations 2006 are applicable, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 26.2. On termination (in whole or in anticipation part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the cessation Services from the Contractor to the ESFA and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Project, and/or upon Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this Clause 26.2. 26.3. On expiry or termination of this AgreementContract for any reason, you the Contractor shall do its utmost to minimise any disruption to Learners and shall co-operate fully with any reasonable requests made by the ESFA relating to this. For the avoidance of doubt the ESFA will be entitled to request that where the Contractor cannot complete Learners that it will co-operate in transferring the Learners to a new provider even if this is prior to the termination or expiry of this Contract. The ESFA will not be liable for any costs prior to or after incurred by the Contractor in complying with this clause 26.3. 26.4. Three (3) months prior to the Expiry Date of the Contract (or where the Contract is terminated within the timescale notified by the ESFA, the Contractor will upon request: 26.4.1. provide for transfer to the ESFA and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 26.4.2. provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its sub-contractors' personnel as have been involved in the, development, provision or management of the Services and who are still employed or engaged by the Contractor or its sub-contractors. 26.5. On termination or expiry of this Contract for any reason the Learner Files will become the property of the ESFA. The Contractor shall allow the ESFA his servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by the ESFA to transfer Learner Files to any third party nominated by the ESFA. 26.6. The Contractor shall, at no additional cost to us the ESFA, promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibilityresponsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. We The Contractor shall use all reasonable endeavors to ensure that its employees and its sub-contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or other termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall directContract. 32.2 26.7. The Contractor will: 26.7.1. with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.7.2. provide assistance referred and expertise as necessary to examine all governance and reports in Clause 32.1 place for the provision of the Services; 26.7.3. answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 26.7.4. agree with the ESFA and/or the Successor Contractor a plan for the migration of the ESFA Data to the ESFA and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills 26.8. Such assistance may include the include, (without limitation) delivery or destruction of documents and data in your the possession or control of the Contractor or its sub-contractors, which relate to performance, monitoring, management and reporting of the Grant or Learning Programme, including the Projectdocuments and data, if any, referred to in the Schedules. 32.3 On any 26.9. The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any responsibility for provision of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this AgreementServices.