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

Transfer of Responsibility on Expiry or Termination. 26.1. The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, 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. 26.2. 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 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 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 26.2. 26.3. 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: 26.3.1. 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 26.3.2. 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. 26.4. 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. 26.5. The Contractor shall, at no cost to the ESFA, promptly provide such assistance and comply with such timetable as the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. 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 after the expiry or other termination of this Contract. 26.6. The Contractor will: 26.6.1. with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.6.2. provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services; 26.6.3. answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 26.6.4. 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 26.7. Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its sub-contractors, which relate to performance, monitoring, management and reporting of the Learning Programme, including the documents and data, if any, referred to in the Schedules. 26.8. 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 for provision of the Services.

Transfer of Responsibility on Expiry or Termination. 26.1. 25.1 The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, 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. 26.2. 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 Learners 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 26.225.2. 26.325.3 On expiry or termination of this Contract for any reason, 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: 26.3.1. 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 26.3.2. 25.4.2 provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its subSub-contractorsContractors' personnel as have been involved in the, the development, provision or management of the Services and who are still employed or engaged by the Contractor or its subSub-contractorsContractors. 26.4. 25.5 On termination or expiry of this Contract for any reason the Learner 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 Premises to remove Learner Apprentice Files or otherwise comply with a request by the ESFA to transfer Learner Apprentice Files to any third party nominated by the ESFA. 26.5. 25.6 The Contractor shall, at no cost to the ESFA, promptly provide such assistance and comply with such timetable as the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. The Contractor shall use all reasonable endeavors endeavours to ensure that its employees and its subSub-contractors Contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 26.6. 25.7 The Contractor will: 26.6.1. 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.6.2. 25.7.2 provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services; 26.6.3. 25.7.3 answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 26.6.4. 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. 26.7. 25.8 Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its subSub-contractorsContractors, which relate to performance, monitoring, management and reporting of the Learning Programme, including the documents and data, if any, referred to in the Schedules. 26.8. 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 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 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 of either Party accrued prior to the Termination Date or Expiry Date and shall not affect the continuing rights of the Parties under any provision 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, and/or to demand repayment of Funding as relevant, 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 the Funding Rules). 25.13 Where the Contract is terminated or expires, the ESFA may elect to take the role of Data Controller to secure and protect Apprentice Files, Learner Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred to a new Contractor, the Apprentice, or destroyed in accordance with defined retention periods. If the ESFA elects to assume this role, the Contractor shall co-operate fully to facilitate this.

Transfer of Responsibility on Expiry or Termination. 26.1. The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, 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. 26.2. 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 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 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 26.2. 26.3. On expiry or termination of this Contract for any reason, 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: 26.3.126.4.1. 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 26.3.226.4.2. provide the ESFA and/or Successor Contractor with reasonable access to such members of the Contractor's or its subSub-contractorsContractors' 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 subSub-contractorsContractors. 26.426.5. 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. 26.526.6. The Contractor shall, at no cost to the ESFA, promptly provide such assistance and comply with such timetable as the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. The Contractor shall use all reasonable endeavors to ensure that its employees and its subSub-contractors Contractors are under a similar obligation. The ESFA shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 26.626.7. The Contractor will: 26.6.126.7.1. with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.6.226.7.2. provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services; 26.6.326.7.3. answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 26.6.426.7.4. 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 26.726.8. Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its subSub-contractorsContractors, which relate to performance, monitoring, management and reporting of the Learning Programme, including the documents and data, if any, referred to in the Schedules. 26.826.9. 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 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 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 of either Party accrued prior to the Termination Date or Expiry Date and shall not affect the continuing rights of the Parties under any provision 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, and/or to demand repayment of Funding as relevant, 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 the Funding Rules). 26.13. Where the Contract is terminated or expires, the ESFA may elect to take the role of Data Controller to secure and protect Learner Files, Learner Records and/or Evidence Packs, including e-portfolios until the Learner information can be transferred to a new Contractor, the Learner, or destroyed in accordance with defined retention periods. If the ESFA elects to assume this role, the Contractor shall co-operate fully to facilitate this.

Transfer of Responsibility on Expiry or Termination. ‌ 26.1. The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, 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 Paragraph 1 in Schedule 1 of the this Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties.facilitate 26.2. 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 Learners and to assist the implementation of any contingency plan proposed by the ESFA 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 Services from the Contractor to the ESFA 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 Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA Department will not be liable for any costs incurred by the Contractor in complying with this Clause 26.2.26.2.‌ 26.3. On expiry or termination of this Contract for any reason, 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 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 Department 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 this Contract (or where the this Contract is terminated within the timescale notified by the ESFADepartment, the Contractor will upon request: 26.3.126.4.1. provide for transfer to the ESFA 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 26.3.226.4.2. provide the ESFA Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its sub-contractorsSubcontractors' personnel as have been involved in the, the development, provision or management of the Services and who are still employed or engaged by the Contractor or its sub-contractorsSubcontractors. 26.426.5. On termination or expiry of this Contract for any reason the Learner Files will become the property of the ESFADepartment. The Contractor shall allow the ESFA his Department their servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by the ESFA Department to transfer Learner Files to any third party nominated by the ESFADepartment. 26.526.6. The Contractor shall, at no cost to the ESFADepartment, promptly provide such assistance and comply with such timetable as the ESFA Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. 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 after the expiry or other termination of this Contract. 26.6. The Contractor will: 26.6.1. with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.6.2. provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services; 26.6.3. answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 26.6.4. 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 26.7. Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its sub-contractors, which relate to performance, monitoring, management and reporting of the Learning Programme, including the documents and data, if any, referred to in the Schedules. 26.8. 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 for provision of the Services.for

Transfer of Responsibility on Expiry or Termination. 26.1. The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, 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. 26.2. 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 Learners and to assist the implementation of any contingency plan proposed by the ESFA 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 Services from the Contractor to the ESFA 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 Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA 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 Contract for any reason, 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 ESFADepartment, the Contractor will upon request: 26.3.126.4.1. provide for transfer to the ESFA 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 26.3.226.4.2. provide the ESFA Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its sub-contractorsSub- 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 subSub-contractorsContractors. 26.426.5. On termination or expiry of this Contract for any reason the Learner Files will become the property of the ESFADepartment. The Contractor shall allow the ESFA his Department their servants or agent to have access to its premises to remove Learner Files or otherwise comply with a request by the ESFA Department to transfer Learner Files to any third party nominated by the ESFADepartment. 26.526.6. The Contractor shall, at no cost to the ESFADepartment, promptly provide such assistance and comply with such timetable as the ESFA Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. The Contractor shall use all reasonable endeavors endeavours to ensure that its employees and its subSub-contractors Contractors are under a similar obligation. The ESFA Department shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 26.626.7. The Contractor will: 26.6.126.7.1. with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.6.226.7.2. provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services; 26.6.326.7.3. answer all reasonable questions from the ESFA Department and/or its Successor Contractor regarding the Services; 26.6.426.7.4. agree with the ESFA Department and/or the Successor Contractor a plan for the migration of the ESFA Department Data to the ESFA Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 26.726.8. Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its subSub-contractorsContractors, which relate to performance, monitoring, management and reporting of the Learning Programme, including the documents and data, if any, referred to in the Schedules. 26.826.9. The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA Department to ensure an orderly transfer of 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 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 of either Party accrued prior to the Termination Date or Expiry Date and shall not affect the continuing rights of the Parties under any provision 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, and/or to demand repayment of Funding as relevant, 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 the Funding Rules). 26.13. Where the Contract is terminated or expires, the Department may elect to take the role of Data Controller to secure and protect Learner Files, Learner Records and/or Evidence Packs, including e-portfolios until the Learner information can be transferred to a new Contractor, the Learner, or destroyed in accordance with defined retention periods. If the Department elects to assume this role, the Contractor shall co-operate fully to facilitate this.

Transfer of Responsibility on Expiry or Termination. 26.1. 25.1 The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, 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 Paragraph 1 in Schedule 1 of the this Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 26.2. 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 Learners Apprentices and to assist the implementation of any contingency plan proposed by the ESFA 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 Services from the Contractor to the ESFA 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 Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA Department will not be liable for any costs incurred by the Contractor in complying with this Clause 26.225.2. 26.325.3 On expiry or termination of this Contract for any reason, 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 this Contract (or where the this Contract is terminated within the timescale notified by the ESFADepartment, the Contractor will upon request: 26.3.1. 25.4.1 provide for transfer to the ESFA 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 26.3.2. 25.4.2 provide the ESFA Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its sub-contractorsSubcontractors' personnel as have been involved in the, the development, provision or management of the Services and who are still employed or engaged by the Contractor or its sub-contractorsSubcontractors. 26.4. 25.5 On termination or expiry of this Contract for any reason the Learner Apprentice Files will become the property of the ESFADepartment. The Contractor shall allow the ESFA his Department their servants or agent to have access to its premises Premises to remove Learner Apprentice Files or otherwise comply with a request by the ESFA Department to transfer Learner Apprentice Files to any third party nominated by the ESFADepartment. 26.5. 25.6 The Contractor shall, at no cost to the ESFADepartment, promptly provide such assistance and comply with such timetable as the ESFA Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. The Contractor shall use all reasonable endeavors endeavours to ensure that its employees and its sub-contractors Subcontractors are under a similar obligation. The ESFA Department shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 26.6. 25.7 The Contractor will: 26.6.1. 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.6.2. 25.7.2 provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services; 26.6.3. 25.7.3 answer all reasonable questions from the ESFA Department and/or its Successor Contractor regarding the Services; 26.6.4. 25.7.4 agree with the ESFA Department and/or the Successor Contractor a plan for the migration of the ESFA Department Data to the ESFA Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 26.7. 25.8 Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its sub-contractorsSubcontractors, which relate to performance, monitoring, management and reporting of the Learning Programme, including the documents and data, if any, referred to in the Schedules. 26.8. 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 Department to ensure an orderly transfer of 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 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 of either Party accrued prior to the Termination Date or Expiry Date and shall not affect the continuing rights of the Parties under any provision 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, and/or to demand repayment of Funding as relevant, 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 the Funding Rules). 25.13 Where the Contract is terminated or expires, the Department may elect to take the role of Data Controller to secure and protect Apprentice Files, Learner Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred to a new Contractor, the Apprentice, or destroyed in accordance with defined retention periods. If the Department elects to assume this role, the Contractor shall co-operate fully to facilitate this.‌

Transfer of Responsibility on Expiry or Termination. 26.1. 25.1 The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, 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. 26.2. 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 Learners Apprentices and to assist the implementation of any contingency plan proposed by the ESFA 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 Services from the Contractor to the ESFA 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 Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA Department will not be liable for any costs incurred by the Contractor in complying with this Clause 26.225.2. 26.325.3 On expiry or termination of this Contract for any reason, 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 ESFADepartment, the Contractor will upon request: 26.3.1. 25.4.1 provide for transfer to the ESFA 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 26.3.2. 25.4.2 provide the ESFA Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its subSub-contractorsContractors' 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 subSub-contractorsContractors. 26.4. 25.5 On termination or expiry of this Contract for any reason the Learner Files Evidence Packs will become the property of the ESFADepartment. The Contractor shall allow the ESFA his Department their servants or agent to have access to its premises to remove Learner Files Evidence Packs or otherwise comply with a request by the ESFA Department to transfer Learner Files Evidence Packs to any third party nominated by the ESFADepartment. 26.5. 25.6 The Contractor shall, at no cost to the ESFADepartment, promptly provide such assistance and comply with such timetable as the ESFA Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. The Contractor shall use all reasonable endeavors to ensure that its employees and its subSub-contractors Contractors are under a similar obligation. The ESFA Department shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 26.6. 25.7 The Contractor will: 26.6.1. 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.6.2. 25.7.2 provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services; 26.6.3. 25.7.3 answer all reasonable questions from the ESFA Department and/or its Successor Contractor regarding the Services; 26.6.4. 25.7.4 agree with the ESFA Department and/or the Successor Contractor a plan for the migration of the ESFA Department Data to the ESFA Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 26.7. 25.8 Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its subSub-contractorsContractors, which relate to performance, monitoring, management and reporting of the Learning Programme, including the documents and data, if any, referred to in the Schedules. 26.8. 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 Department to ensure an orderly transfer of 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 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 of either Party accrued prior to the Termination Date or Expiry Date and shall not affect the continuing rights of the Parties under any provision 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, and/or to demand repayment of Funding as relevant, 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 the Funding Rules). 25.13 Where the Contract is terminated or expires, the Department may elect to take the role of Data Controller to secure and protect Apprentice Files, Apprentice Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred to a new Contractor, the Apprentice, or destroyed in accordance with defined retention periods. If the Department elects to assume this role, the Contractor shall co-operate fully to facilitate this.

Transfer of Responsibility on Expiry or Termination. 26.1. ‌ 25.1 The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, 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 paragraph 1 in Schedule 1 of the this Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 26.2. 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 Learners Apprentices and to assist the implementation of any contingency plan proposed by the ESFA 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 Services from the Contractor to the ESFA 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 Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA Department will not be liable for any costs incurred by the Contractor in complying with this Clause 26.225.2.‌ 25.3 On expiry or termination of this Contract for any reason, 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. 26.3. 25.4 Three (3) months prior to the Expiry Date of the this Contract (or where the this Contract is terminated within the timescale notified by the ESFADepartment, the Contractor will upon request: 26.3.1. 25.4.1 provide for transfer to the ESFA 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 26.3.2. 25.4.2 provide the ESFA Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its sub-contractorsSubcontractors' personnel as have been involved in the, the development, provision or management of the Services and who are still employed or engaged by the Contractor or its sub-contractorsSubcontractors. 26.4. 25.5 On termination or expiry of this Contract for any reason the Learner Files Evidence Packs will become the property of the ESFADepartment. The Contractor shall allow the ESFA his Department their servants or agent to have access to its premises to remove Learner Files Evidence Packs or otherwise comply with a request by the ESFA Department to transfer Learner Files Evidence Packs to any third party nominated by the ESFADepartment. 26.5. 25.6 The Contractor shall, at no cost to the ESFADepartment, promptly provide such assistance and comply with such timetable as the ESFA Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. The Contractor shall use all reasonable endeavors endeavours to ensure that its employees and its sub-contractors Subcontractors are under a similar obligation. The ESFA Department shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 26.6. 25.7 The Contractor will: 26.6.1. 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.6.2. 25.7.2 provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services; 26.6.3. 25.7.3 answer all reasonable questions from the ESFA Department and/or its Successor Contractor regarding the Services; 26.6.4. 25.7.4 agree with the ESFA Department and/or the Successor Contractor a plan for the migration of the ESFA Department Data to the ESFA Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 26.7. 25.8 Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its sub-contractorsSubcontractors, which relate to performance, monitoring, management and reporting of the Learning Programme, including the documents and data, if any, referred to in the Schedules. 26.8. 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 Department to ensure an orderly transfer of 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 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 of either Party accrued prior to the Termination Date or Expiry Date and shall not affect the continuing rights of the Parties under any provision 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, and/or to demand repayment of Funding as relevant, 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 the Funding Rules). 25.13 Where the Contract is terminated or expires, the Department may elect to take the role of Data Controller to secure and protect Apprentice Files, Apprentice Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred to a new Contractor, the Apprentice, or destroyed in accordance with defined retention periods. If the Department elects to assume this role, the Contractor shall co-operate fully to facilitate this.‌

Transfer of Responsibility on Expiry or Termination. 26.1. The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, 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. 26.2. 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 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 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 26.2. 26.3. On expiry or termination of this Contract for any reason, 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: 26.3.126.4.1. 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 26.3.226.4.2. 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. 26.426.5. 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. 26.526.6. The Contractor shall, at no cost to the ESFA, promptly provide such assistance and comply with such timetable as the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. 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 after the expiry or other termination of this Contract. 26.626.7. The Contractor will: 26.6.126.7.1. with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.6.226.7.2. provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services; 26.6.326.7.3. answer all reasonable questions from the ESFA and/or its Successor Contractor regarding the Services; 26.6.426.7.4. 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 26.726.8. Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its sub-contractors, which relate to performance, monitoring, management and reporting of the Learning Programme, including the documents and data, if any, referred to in the Schedules. 26.826.9. 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 for provision of the Services.

Transfer of Responsibility on Expiry or Termination. 26.1. 25.1 The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, 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 paragraph 1 in Schedule 1 of the this Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 26.2. 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 Learners Apprentices and to assist the implementation of any contingency plan proposed by the ESFA 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 Services from the Contractor to the ESFA 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 Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the ESFA Department will not be liable for any costs incurred by the Contractor in complying with this Clause 26.225.2. 26.325.3 On expiry or termination of this Contract for any reason, 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 this Contract (or where the this Contract is terminated within the timescale notified by the ESFADepartment, the Contractor will upon request: 26.3.1. 25.4.1 provide for transfer to the ESFA 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 26.3.2. 25.4.2 provide the ESFA Department and/or Successor Contractor with reasonable access to such members of the Contractor's or its sub-contractorsSubcontractors' personnel as have been involved in the, the development, provision or management of the Services and who are still employed or engaged by the Contractor or its sub-contractorsSubcontractors. 26.4. 25.5 On termination or expiry of this Contract for any reason the Learner Files Evidence Packs will become the property of the ESFADepartment. The Contractor shall allow the ESFA his Department their servants or agent to have access to its premises to remove Learner Files Evidence Packs or otherwise comply with a request by the ESFA Department to transfer Learner Files Evidence Packs to any third party nominated by the ESFADepartment. 26.5. 25.6 The Contractor shall, at no cost to the ESFADepartment, promptly provide such assistance and comply with such timetable as the ESFA Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. The Contractor shall use all reasonable endeavors endeavours to ensure that its employees and its sub-contractors Subcontractors are under a similar obligation. The ESFA Department shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 26.6. 25.7 The Contractor will: 26.6.1. 25.7.1 with respect to learning or training in progress, document the current status and stabilising for continuity during transition; 26.6.2. 25.7.2 provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services; 26.6.3. 25.7.3 answer all reasonable questions from the ESFA Department and/or its Successor Contractor regarding the Services; 26.6.4. 25.7.4 agree with the ESFA Department and/or the Successor Contractor a plan for the migration of the ESFA Department Data to the ESFA Department and/or the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 26.7. 25.8 Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its sub-contractorsSubcontractors, which relate to performance, monitoring, management and reporting of the Learning Programme, including the documents and data, if any, referred to in the Schedules. 26.8. 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 Department to ensure an orderly transfer of 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 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 of either Party accrued prior to the Termination Date or Expiry Date and shall not affect the continuing rights of the Parties under any provision 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, and/or to demand repayment of Funding as relevant, 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 the Funding Rules). 25.13 Where the Contract is terminated or expires, the Department may elect to take the role of Data Controller to secure and protect Apprentice Files, Apprentice Records and/or Evidence Packs, including e-portfolios until the Apprentice information can be transferred to a new Contractor, the Apprentice, or destroyed in accordance with defined retention periods. If the Department elects to assume this role, the Contractor shall co-operate fully to facilitate this.