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

Transfer of Responsibility on Expiry or Termination. 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. 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 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 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 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 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 after the expiry or other termination of this Contract. 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 and expertise as necessary to examine all governance and reports in 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, (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 Programme, including the documents and data, if any, referred to in the Schedules. 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.

Transfer of Responsibility on Expiry or Termination. 25.1 23.1. 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. 25.2 On 23.2. 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 Apprentices 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 expiry 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 25.2so. 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 ESFA relating to this23.3. 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 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 premises to remove Apprentice Learner Files or otherwise comply with a request by the ESFA to transfer Apprentice Learner Files to any third party nominated by the ESFA. 25.6 23.4. 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 endeavours 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. 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 and expertise as necessary to examine all governance and reports in 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 Contractor23.5. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 25.8 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. 25.9 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 for provision of the Services.

Transfer of Responsibility on Expiry or Termination. 25.1 21.1 The Parties agree that if upon termination of this Contract Agreement or any part of the Service being provided under delivery of the ContractProvision, 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 21.2 The Parties agree that on termination (in whole or in part) or expiry of this Contract Agreement for any reason, the Contractor continuity of the Provision is of paramount importance. The Employer shall do its utmost to minimise disruption caused to Apprentices 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, Agreement to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist expiry 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 25.2so. 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 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 21.3 On termination or expiry of this Contract Agreement for any reason the Apprentice Files files for Learners who are not the Employer’s employees will become the property of the ESFA. The Contractor Employer shall allow the ESFA his ESFA, its servants or agent to have access to its Premises premises to remove Apprentice Files these files or otherwise comply with a request by the ESFA to transfer Apprentice Files the files to any third party nominated by the ESFA. 25.6 21.4 The Contractor Employer 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 Provision (or its equivalent) upon the expiry or other termination of this ContractAgreement. The Contractor Employer shall use all reasonable endeavours to ensure that its employees and its sub-contractors are under a similar obligation. The ESFA Employer shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this ContractAgreement. 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 and expertise as necessary to examine all governance and reports in 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 21.5 Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor Employer or its sub-contractors, which relate to performance, monitoring, management and reporting of the Programme, Provision including the documents and data, if any, referred to in the Schedules. 25.9 21.6 The Contractor Employer 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 ServicesProvision.

Transfer of Responsibility on Expiry or Termination. 25.1 23.1 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. 25.2 23.2 On termination (in whole or in part) or expiry of this Contract for any reason, the Contractor THE CONTRACTOR shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the 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 expiry 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 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 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 incurred by the Contractor THE CONTRACTOR in complying with this clause 25.323.2. 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 23.3 On termination or expiry of this Contract for any reason the Apprentice Learner Files will become the property of the THE ESFA. The Contractor THE CONTRACTOR shall allow the THE ESFA his servants or agent to have access to its Premises to remove Apprentice Learner Files or otherwise comply with a request by the THE ESFA to transfer Apprentice Learner Files to any third party nominated by the THE ESFA. 25.6 The Contractor 23.4 THE CONTRACTOR shall, at no cost to the THE ESFA, promptly provide such assistance and comply with such timetable as the 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 THE CONTRACTOR shall use all reasonable endeavours endeavors to ensure that its employees and its sub-contractors are under a similar obligation. The 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. 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 and expertise as necessary to examine all governance and reports in 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 23.5 Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor THE CONTRACTOR or its sub-contractors, which relate to performance, monitoring, management and reporting of the Programme, including the documents and data, if any, referred to in the Schedules. 25.9 The Contractor 23.6 THE CONTRACTOR undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the THE ESFA to ensure an orderly transfer of responsibility for provision of the Services.

Transfer of Responsibility on Expiry or Termination. 25.1 14.1 The Parties agree Contractor acknowledges that if upon on 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. 25.2 On termination (in whole or in part) or expiry of this Contract for any reason, the continuity of the Service is of paramount importance. The Contractor shall do its utmost to minimise disruption caused and assist (subject to Apprentices and to assist payment at the Contractor’s prevailing rates) with the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Contract, Authority to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist expiry 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 reasonably practicable to do so the ESFA will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2so. 25.3 On 14.2 Six months prior to expiry or termination of this Contract Contract, or following notice of termination for any reason, the Contractor and the Authority shall do its utmost meet to minimise any disruption discuss and agree a plan of actions (including but not limited to Apprentices and shall co-operate fully with any reasonable requests made by those actions set out in Condition 14.3) to be carried out in the ESFA relating to this. For the avoidance event 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 transfer 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 responsibility 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 ESFAServices. 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 cost to the ESFA, promptly provide such assistance and comply with such timetable as the ESFA Authority may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon Service in the period immediately before the expiry or other termination of this ContractContract subject to payment in accordance with Condition 14.4 where such assistance or compliance requires resource additional to the Contractor’s normal operational activities. The Contractor shall use all reasonable endeavours to ensure that its employees and its sub-contractors are under a similar obligation. The ESFA Authority shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 25.7 14.3 The Contractor willshall without additional charge: 25.7.1 with respect 14.3.1 provide TUPE information in relation to learning or training in progress, document the current status and stabilising for continuity during transitionStaff pursuant to Condition 15.10; 25.7.2 14.3.2 provide assistance details including volumes of the records and expertise as necessary to examine all governance and reports data held by the Contractor; 14.3.3 provide lists of equipment used by the Contractor in 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 14.3.4 provide a plan for the migration copy of the ESFA Authority’s Data to the ESFA and/or Authority pursuant to Condition 14.13; 14.3.5 deliver to the Successor Contractor. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 25.8 Such assistance may include, (without limitation) delivery of Authority documents and data in the possession or control of the Contractor or its sub-contractors, subcontractors which relate to performance, monitoring, management and reporting of the ProgrammeService, including the documents and data, if any, referred to in Section 5: Administration Instructions, and which the SchedulesContractor are otherwise obliged to disclose under this Contract or otherwise beneficial to orderly transfer. 25.9 The 14.4 With the exception of those activities set out in Condition 14.3, the Contractor undertakes that it shall not knowingly do or omit be entitled to do anything which may adversely affect payment at the ability of the ESFA to ensure an orderly transfer of responsibility for provision of the Services.Contractor’s (or, as applicable, sub-

Transfer of Responsibility on Expiry or Termination. 25.1 19.1 The Parties agree that if upon on 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. 25.2 On termination (in whole or in part) or expiry of this Contract Agreement for any reason, the Contractor continuity of the Provision is of paramount importance. The Provider must inform Learners in writing that the Agreement has been terminated. The Provider shall do its utmost to minimise disruption caused to Apprentices 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 ContractAgreement, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist expiry 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 25.2so. 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 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 19.2 On termination or expiry of this Contract Agreement for any reason the Apprentice Learner Files will shall become the property of the ESFA. The Contractor Provider shall allow the ESFA his ESFA, its servants or agent to have access to its Premises premises to remove Apprentice Learner Files or otherwise comply with a request by the ESFA to transfer Apprentice Learner Files to any third party nominated by the ESFA. 25.6 19.3 The Contractor Provider 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 delivery of the Services (or its equivalent) Provision upon the expiry or other termination of this ContractAgreement. The Contractor Provider 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 after the expiry or other termination of this ContractAgreement. 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 and expertise as necessary to examine all governance and reports in 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 19.4 Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Contractor or its sub-contractors, Provider which relate to performance, monitoring, management and reporting of the Programme, including the documents and data, if any, referred to in the Schedules. 25.9 19.5 The Contractor Provider 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 delivery of the ServicesProvision.

Transfer of Responsibility on Expiry or Termination. 25.1 23.1. 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. 25.2 On 23.2. 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 Apprentices 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 expiry 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 25.2so. 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 ESFA relating to this23.3. 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 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 premises to remove Apprentice Learner Files or otherwise comply with a request by the ESFA to transfer Apprentice Learner Files to any third party nominated by the ESFA. 25.6 23.4. 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 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 after the expiry or other termination of this Contract. 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 and expertise as necessary to examine all governance and reports in 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 Contractor23.5. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 25.8 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 Programme, including the documents and data, if any, referred to in the Schedules. 25.9 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 for provision of the Services.

Transfer of Responsibility on Expiry or Termination. 25.1 24.1. 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. 25.2 24.2. 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 expiry 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 25.2.24.2 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 ESFA relating to this24.3. 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 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 premises to remove Apprentice Files Evidence Packs or otherwise comply with a request by the ESFA to transfer Apprentice Files Evidence Packs to any third party nominated by the ESFA. 25.6 24.4. 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 endeavours 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. 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 and expertise as necessary to examine all governance and reports in 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 Contractor24.5. The Contractor will fully co-operate in the execution of the agreed plan, providing skills. 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 Programme, including the documents and data, if any, referred to in the Schedules. 25.9 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 for provision of the Services.

Transfer of Responsibility on Expiry or Termination. 25.1 24.1 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. 25.2 24.2 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 expiry 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 so. The ESFA will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2clause 24.2. 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 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 24.3 On termination or expiry of this Contract for any reason the Apprentice 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 Apprentice Learner Files or otherwise comply with a request by the ESFA to transfer Apprentice Learner Files to any third party nominated by the ESFA. 25.6 24.4 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 endeavours endeavors to ensure that its employees and its sub-contractors Subcontractors 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. 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 and expertise as necessary to examine all governance and reports in 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 24.5 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 Programme, including the documents and data, if any, referred to in the Schedules. 25.9 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 for provision of the Services.