Allocation of Charges. 12.1 If the Work Contract is terminated early by Client pursuant to clauses 32.1 or 32. 2.1 then the Contractor shall be liable for all of the Contractor’s own costs, together with those costs incurred by Client as a consequence of early termination including: 12.1.1 the cost of procuring a new provider; 12.1.2 Client’s travel costs incurred in implementing the Exit Plan; 12.1.3 Client’s internal management cost for time incurred in managing the Exit Plan process; 12.1.4 Client’s internal resource cost in implementing Client’s Exit Plan obligation; and 12.1.5 any costs incurred by Client in undertaking actions required of the Contractor in the Exit Plan, but which the Contractor has failed to undertake, notwithstanding written notice from Client requiring such action to be undertaken, and provided that Client shall act reasonably and use its best endeavours to mitigate, and ensure that any new provider mitigates its costs under this Schedule. All charges made by Client to the Contractor pursuant to this paragraph 12.1 shall be supported by reasonable evidence of time or expense incurred. The maximum costs which the Contractor shall be required to pay to Client pursuant to this paragraph 12.1 shall be £750,000. 12.2 In any circumstances other than those specified in paragraph 12.1, when the Work Contract is terminated or expires, each party shall bear its own costs in developing and implementing the Exit Plan pursuant to this Schedule 9 provided that if Client requires the Contractor to undertake an action which is onerous or unusual, Client shall pay the Contractor’s reasonable costs in performing such action (provided the Contractor provides reasonable evidence to support its costs).
Appears in 2 contracts
Sources: Framework Agreement for the Provision of Services (ExlService Holdings, Inc.), Framework Agreement (ExlService Holdings, Inc.)