Common use of Ending the contract Clause in Contracts

Ending the contract. 13.1 The Contract takes effect on the Start Date and ends on the End Date or earlier if terminated under this Clause 13 or if required by Law. 13.2 The Buyer can extend the Contract for the Extension Period by giving the Supplier written notice before the Contract expires as described in the Award Form. 13.3 Ending the contract without a reason 13.3.1 The Buyer has the right to terminate the Contract at any time without reason or (unless the Award Form states something dif- ferent) liability by giving the Supplier not less than 90 days’ no- ▇▇▇▇ (unless a different notice period is set out in the Award Form) and if it’s terminated Clauses 13.5.1b) to 13.5.1h) ap- plies. 13.4 When the Buyer can end the Contract 13.4.1 If any of the following events happen, the Buyer has the right to immediately terminate the Contract by issuing a Termination Notice to the Supplier: a) there’s a Supplier Insolvency Event; b) the Supplier fails to notify the Buyer in writing of any Oc- casion of Tax Non-Compliance c) there’s a Notifiable Default that is not corrected in line with an accepted Rectification Plan; d) the Buyer rejects a Rectification Plan or the Supplier does not provide it within 10 days of the request; e) there’s any material Default of the Contract; f) a Default that occurs and then continues to occur on one or more occasions within 6 Months following the Buyer serving a warning notice on the Supplier that it may termi- nate for persistent breach of the Contract; g) there’s any material Default of any Joint Controller Agree- ment relating to the Contract; h) there’s a Default of Clauses 2.7, 9, 11, 17, 18, 30, 35, Schedule 19 (Cyber Essentials) (where applicable) or Schedule 36 (Intellectual Property Rights) relating to the Contract; i) the performance of the Supplier causes a Critical Service Level Failure to occur; j) there’s a consistent repeated failure to meet the Service Levels in Schedule 10 (Service Levels); k) there’s a Change of Control of the Supplier which isn’t pre-approved by the Buyer in writing; l) the Buyer discovers that the Supplier was in one of the sit- uations in 57 (1) or 57(2) of the Regulations at the time the Contract was awarded; m) the Supplier or its Affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in them; or n) the Supplier fails to comply with its legal obligations in the fields of environmental, social, equality or employment Law when providing the Deliverables. 13.4.2 The Buyer also has the right to terminate the Contract in ac- cordance with Clauses 8.5 and 23.3, Paragraph 4.1 of Sched- ule 37 (Corporate Resolution Planning) (where applicable) and Paragraph 7 of Schedule 24 (Financial Difficulties) (where ap- plicable). 13.4.3 If any of the events in 73 (1) (a) or (b) of the Regulations hap- pen, the Buyer has the right to immediately terminate the Con- tract and Clauses 13.5.1b) to 13.5.1h) applies. 13.5 What happens if the contract ends? 13.5.1 Where the Buyer terminates the Contract under Clauses 13.4.1 and 8.5, Paragraph 4.1 of Schedule 37 (Corporate Resolution Planning) (where applicable) or Paragraph 7 of Schedule 24 (Financial Difficulties) (where applicable). all of the following apply: a) The Supplier is responsible for the Buyer’s reasonable costs of procuring Replacement Deliverables for the rest of the Contract Period. b) The Buyer’s payment obligations under the terminated Contract stop immediately. c) Accumulated rights of the Parties are not affected. d) The Supplier must promptly delete or return the Govern- ment Data except where required to retain copies by Law. e) The Supplier must promptly return any of the Buyer’s property provided under the terminated Contract. f) The Supplier must, at no cost to the Buyer, co-operate fully in the handover and re-procurement (including to a Replacement Supplier). g) The Supplier must repay to the Buyer all the Charges that it has been paid in advance for Deliverables that it has not provided as at the date of termination or expiry. h) The following Clauses survive the termination of the Con- tract: 3.4.10, 5, 6.2, 9, 14, 17, 18, 19, 20, 21, 38, 39, Schedule 36 (Intellectual Property Rights) and any Clauses and Schedules which are expressly or by implica- tion intended to continue. 13.6 If either Party terminates the Contract under Clause 23.3: a) each party must cover its own Losses; and b) Clauses 13.5.1b) to 13.5.1h) applies. 13.7 When the Supplier can end the contract 13.7.1 The Supplier can issue a Reminder Notice if the Buyer does not pay an undisputed invoice on time. The Supplier can termi- nate the Contract if the Buyer fails to pay an undisputed in- voiced sum due and worth over 10% of the total Contract Value within 30 days of the date of the Reminder Notice. 13.7.2 The Supplier also has the right to terminate the Contract in ac- cordance with Clauses 23.3 and 26.5. 13.7.3 Where the Buyer terminates the Contract under Clause 14.3 or the Supplier terminates the Contract under Clause 13.7.1 or 26.5: a) the Buyer must promptly pay all outstanding Charges in- curred to the Supplier; b) the Buyer must pay the Supplier reasonable committed and unavoidable Losses as long as the Supplier provides a fully itemised and costed schedule with evidence – the maximum value of this payment is limited to the total sum payable to the Supplier if the Contract had not been termi- nated; and c) Clauses 13.5.1d) to 13.5.1h) apply.

Ending the contract. 13.1 The Contract takes effect on the Start Date and ends on the End earlier of the Expiry Date or termination of the Contract, or earlier if terminated under this Clause 13 or if required by Law. 13.2 . The Buyer can extend the Contract for the Extension Period by giving the Supplier written notice before the Contract expires as described where set out in the Award Order Form in accordance with the terms in the Order Form. 13.3 Ending the contract without a reason 13.3.1 . The Buyer has the right to terminate the Contract at any time without reason or (unless the Award Form states something dif- ferent) liability by giving the Supplier not less than 90 days’ no- ▇▇▇▇ (unless a different notice period is set out in the Award Form) ' written notice, and if it’s 's terminated Clauses 13.5.1b) to 13.5.1h) ap- plies. 13.4 When the Buyer can end the Contract 13.4.1 clause 0 applies. If any of the following events happen, the Buyer has the right to immediately terminate the its Contract by issuing a Termination Notice termination notice in writing to the Supplier: a) Supplier and the consequences of termination in Clause 0 shall apply: there’s 's a Supplier Insolvency Event; b) ; the Supplier fails to notify the Buyer is in writing of any Oc- casion of Tax Non-Compliance c) there’s a Notifiable Default that is not corrected in line with an accepted Rectification Plan; d) the Buyer rejects a Rectification Plan or the Supplier does not provide it within 10 days of the request; e) there’s any material Default Material Breach of the Contract; f) ; there's a Default that occurs and then continues to occur on one or more occasions change of control (within 6 Months following the Buyer serving a warning notice on the Supplier that it may termi- nate for persistent breach meaning of section 450 of the Contract; gCorporation Tax Act 2010) there’s any material Default of any Joint Controller Agree- ment relating to the Contract; h) there’s a Default of Clauses 2.7, 9, 11, 17, 18, 30, 35, Schedule 19 (Cyber Essentials) (where applicable) or Schedule 36 (Intellectual Property Rights) relating to the Contract; i) the performance of the Supplier causes a Critical Service Level Failure to occur; j) there’s a consistent repeated failure to meet the Service Levels in Schedule 10 (Service Levels); k) there’s a Change of Control of the Supplier which isn’t n't pre-approved by the Buyer in writing; l) ; the Buyer discovers that the Supplier was in one of the sit- uations situations in 57 (1) or 57(2) of the Regulations at the time the Contract was awarded; m) ; the Supplier or its Affiliates affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in them; or n) or the Supplier fails to comply with its legal obligations in the fields of environmental, social, equality or employment Law when providing the Deliverables. 13.4.2 The Buyer also has the right to terminate the Contract in ac- cordance with Clauses 8.5 and 23.3, Paragraph 4.1 of Sched- ule 37 (Corporate Resolution Planning) (where applicable) and Paragraph 7 of Schedule 24 (Financial Difficulties) (where ap- plicable). 13.4.3 . If any of the events in 73 (173(1) (a) or (b) of the Regulations hap- penhappen, the Buyer has the right to immediately terminate the Con- tract Contract and Clauses 13.5.1b) clauses 0 to 13.5.1h) applies. 13.5 What happens if the contract ends? 13.5.1 0 apply. Where the Buyer terminates the Contract under Clauses 13.4.1 and 8.5clause 0, Paragraph 4.1 of Schedule 37 (Corporate Resolution Planning) (where applicable) 0, 0, 0, or Paragraph 7 Error! Reference source not found. of Schedule 24 Error! Reference source not found. Error! Reference source not found. of Annex 1 – Processing Personal Data (Financial Difficulties) (where applicableif used). , all of the following apply: a) The : the Supplier is responsible for the Buyer’s 's reasonable costs of procuring Replacement replacement Deliverables for the rest of the Contract Period. b) The term of the Contract; the Buyer’s 's payment obligations under the terminated Contract stop immediately. c) Accumulated ; accumulated rights of the Parties are not affected. d) The ; the Supplier must promptly delete or return the Govern- ment Government Data except where required to retain copies by Law. e) The ; the Supplier must promptly return any of the Buyer’s 's property provided under the terminated Contract. f) The ; the Supplier must, at no cost to the Buyer, give all reasonable assistance to the Buyer and any incoming supplier and co-operate fully in the handover and re-procurement (including to a Replacement Supplier). g) The procurement; and the Supplier must repay to the Buyer all the Charges that it has been paid in advance for Deliverables that it has not provided as at the date of termination or expiry. h) . The following Clauses clauses survive the expiry or termination of the Con- tractContract: 3.4.100, 50, 6.20, 90, 140, 170, 180, 190, 200, 210, 380, 390, Schedule 36 (Intellectual Property Rights) 0, 0, 0 and 0 and any Clauses and Schedules clauses which are expressly or by implica- tion implication intended to continue. 13.6 If either Party terminates the Contract under Clause 23.3: a) each party must cover its own Losses; and b) Clauses 13.5.1b) to 13.5.1h) applies. 13.7 When the Supplier can end the contract 13.7.1 . The Supplier can issue a Reminder Notice reminder notice if the Buyer does not pay an undisputed invoice on time. The Supplier can termi- nate terminate the Contract if the Buyer fails to pay an undisputed in- voiced invoiced sum due and worth over 10% of the total Contract Value value or £1,000, whichever is the lower, within 30 days of the date of the Reminder Notice. 13.7.2 The Supplier also has the right to terminate the Contract in ac- cordance with Clauses 23.3 and 26.5. 13.7.3 reminder notice. Where the Buyer terminates the Contract under Clause 14.3 in accordance with clause 0 or the Supplier terminates the Contract under Clause 13.7.1 clause 0 or 26.5: a) 0: the Buyer must promptly pay all outstanding Charges in- curred to charges incurred by the Supplier; b) ; the Buyer must pay the Supplier reasonable committed and unavoidable Losses losses as long as the Supplier provides a fully itemised and costed schedule with evidence – - the maximum value of this payment is limited to the total sum payable to the Supplier if the Contract had not been termi- natedterminated; and cand clauses 0 to 0 apply. The Supplier also has the right to terminate the Contract in accordance with Clauses 0 and 0. Where the Buyer has the right to terminate the Contract it can terminate or suspend (for any period), all or part of it. If the Buyer suspends the Contract it can provide the Deliverables itself or buy them from a third party. The Buyer can only partially terminate or suspend the Contract if the remaining parts of it can still be used to effectively deliver the intended purpose. The Parties must agree (in accordance with clause 0) Clauses 13.5.1d) any necessary variation required by clause 0, but the Supplier may not either: reject the variation; or increase the Charges, except where the right to 13.5.1h) applypartial termination is under clause 0. The Buyer can still use other rights available, or subsequently available to it if it acts on its rights under clause 0.

Ending the contract. 13.1 The Contract takes effect on the Start Date and ends on the End earlier of the Expiry Date or termination of the Contract, or earlier if terminated under this Clause 13 or if required by Law. 13.2 The Buyer can extend the Contract for the Extension Period by giving the Supplier written notice before the Contract expires as described in the Award Form. 13.3 Ending the contract without a reason 13.3.1 . The Buyer has the right to terminate the Contract at any time without reason or (unless the Award Form states something dif- ferent) liability by giving the Supplier not less than 90 days’ no- ▇▇▇▇ (unless a different notice period is set out in the Award Form) ' written notice, and if it’s 's terminated Clauses 13.5.1b) to 13.5.1h) ap- plies. 13.4 When the Buyer can end the Contract 13.4.1 clause 0 applies. If any of the following events happen, the Buyer has the right to immediately terminate the its Contract by issuing a Termination Notice termination notice in writing to the Supplier: a) Supplier and the consequences of termination in Clause 0 shall apply: there’s 's a Supplier Insolvency Event; b) ; the Supplier fails to notify the Buyer is in writing of any Oc- casion of Tax Non-Compliance c) there’s a Notifiable Default that is not corrected in line with an accepted Rectification Plan; d) the Buyer rejects a Rectification Plan or the Supplier does not provide it within 10 days of the request; e) there’s any material Default Material Breach of the Contract; f) ; there's a Default that occurs and then continues to occur on one or more occasions change of control (within 6 Months following the Buyer serving a warning notice on the Supplier that it may termi- nate for persistent breach meaning of section 450 of the Contract; gCorporation Tax Act 2010) there’s any material Default of any Joint Controller Agree- ment relating to the Contract; h) there’s a Default of Clauses 2.7, 9, 11, 17, 18, 30, 35, Schedule 19 (Cyber Essentials) (where applicable) or Schedule 36 (Intellectual Property Rights) relating to the Contract; i) the performance of the Supplier causes a Critical Service Level Failure to occur; j) there’s a consistent repeated failure to meet the Service Levels in Schedule 10 (Service Levels); k) there’s a Change of Control of the Supplier which isn’t n't pre-approved by the Buyer in writing; l) ; the Buyer discovers that the Supplier was in one of the sit- uations situations in 57 (1) or 57(2) of the Regulations at the time the Contract was awarded; m) ; the Supplier or its Affiliates affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in them; or n) or the Supplier fails to comply with its legal obligations in the fields of environmental, social, equality or employment Law when providing the Deliverables. 13.4.2 The Buyer also has the right to terminate the Contract in ac- cordance with Clauses 8.5 and 23.3, Paragraph 4.1 of Sched- ule 37 (Corporate Resolution Planning) (where applicable) and Paragraph 7 of Schedule 24 (Financial Difficulties) (where ap- plicable). 13.4.3 . If any of the events in 73 (173(1) (a) or (b) of the Regulations hap- penhappen, the Buyer has the right to immediately terminate the Con- tract Contract and Clauses 13.5.1b) clauses 0 to 13.5.1h) applies. 13.5 What happens if the contract ends? 13.5.1 0 apply. Where the Buyer terminates the Contract under Clauses 13.4.1 and 8.5clause 0, Paragraph 4.1 of Schedule 37 (Corporate Resolution Planning) (where applicable) 0, 0, 0, or Paragraph 7 Error! Reference source not found. of Schedule 24 Error! Reference source not found. Error! Reference source not found. of Annex 1 – Processing Personal Data (Financial Difficulties) (where applicableif used). , all of the following apply: a) The : the Supplier is responsible for the Buyer’s 's reasonable costs of procuring Replacement replacement Deliverables for the rest of the Contract Period. b) The Buyer’s payment obligations under the terminated Contract stop immediately. c) Accumulated rights term of the Parties are not affected. d) The Contract; the Supplier must promptly delete or return the Govern- ment Government Data except where required to retain copies by Law. e) The ; the Supplier must promptly return any of the Buyer’s 's property provided under the terminated Contract. f) The ; the Supplier must, at no cost to the Buyer, give all reasonable assistance to the Buyer and any incoming supplier and co-operate fully in the handover and re-procurement (including to a Replacement Supplier). g) The Supplier must repay to the Buyer all the Charges that it has been paid in advance for Deliverables that it has not provided as at the date of termination or expiry. h) procurement; and The following Clauses clauses survive the expiry or termination of the Con- tractContract: 3.4.100, 50, 6.20, 90, 140, 170, 180, 190, 200, 210, 380, 390, Schedule 36 (Intellectual Property Rights) 0, 0, 0 and 0 and any Clauses and Schedules clauses which are expressly or by implica- tion implication intended to continue. 13.6 If either Party terminates the Contract under Clause 23.3: a) each party must cover its own Losses; and b) Clauses 13.5.1b) to 13.5.1h) applies. 13.7 When the Supplier can end the contract 13.7.1 . The Supplier can issue a Reminder Notice reminder notice if the Buyer does not pay an undisputed invoice on time. The Supplier can termi- nate terminate the Contract if the Buyer fails to pay an undisputed in- voiced invoiced sum due and worth over 10% of the total Contract Value value or £1,000, whichever is the lower, within 30 days of the date of the Reminder Notice. 13.7.2 The Supplier also has the right to terminate the Contract in ac- cordance with Clauses 23.3 and 26.5. 13.7.3 reminder notice. Where the Buyer terminates the Contract under Clause 14.3 in accordance with clause 0 or the Supplier terminates the Contract under Clause 13.7.1 clause 0 or 26.5: a) 0: the Buyer must promptly pay all outstanding Charges in- curred to charges incurred by the Supplier; b) ; the Buyer must pay the Supplier reasonable committed and unavoidable Losses losses as long as the Supplier provides a fully itemised and costed schedule with evidence – - the maximum value of this payment is limited to the total sum payable to the Supplier if the Contract had not been termi- natedterminated; and cand clauses 0 to 0 apply. The Supplier also has the right to terminate the Contract in accordance with Clauses 0 and 0. Where the Buyer has the right to terminate the Contract it can terminate or suspend (for any period), all or part of it. If the Buyer suspends the Contract it can provide the Deliverables itself or buy them from a third party. The Buyer can only partially terminate or suspend the Contract if the remaining parts of it can still be used to effectively deliver the intended purpose. The Parties must agree (in accordance with clause 0) Clauses 13.5.1dany necessary variation required by clause 0, but the Supplier may not either: reject the variation; or increase the Charges, except where the right to partial termination is under clause 0. The Buyer can still use other rights available, or subsequently available to it if it acts on its rights under clause 0. No Party is liable to the other for: any indirect losses; and/or loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect). In spite of clause 0, neither Party limits or excludes any of the following: its liability for death or personal injury caused by its negligence, or that of its employees, agents or Subcontractors; its liability for bribery or fraud or fraudulent misrepresentation by it or its employees; or any liability that cannot be excluded or limited by Law. In spite of clause 0, the Supplier does not limit or exclude its liability for any indemnity given under clauses 0, 0, 0, or 0. In spite of clause 0, the Buyer does not limit or exclude its liability for any indemnity given under clause 0. Notwithstanding clause 0, but subject to clauses 0 and 0, the Supplier’s total aggregate liability under clause 0 shall not exceed the Data Protection Liability Cap. Each Party must use all reasonable endeavours to mitigate any loss or damage which it suffers under or in connection with the Contract, including any indemnities. If more than one Supplier is party to the Contract, each Supplier Party is fully responsible for both their own liabilities and the liabilities of the other Suppliers. is expected to meet and have its Subcontractors meet the standards set out in the Supplier Code of Conduct: (▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇.▇▇/government/uploads/system/uploads/attachm ent_data/file/1163536/Supplier_Code_of_Conduct_v3.pdff) as such Code of Conduct may be updated from time to time, and such other sustainability requirements as set out in the Order Form. The Buyer also expects to meet this Code of Conduct; must comply with the provisions of the Official Secrets Acts 1911 to 1989 and section 182 of the Finance Act 1989; must support the Buyer in fulfilling its Public Sector Equality duty under section 149 of the Equality Act 2010; must comply with the model contract terms contained in (a) to 13.5.1h(m) applyof Annex C of the guidance to PPN 02/23 (Tackling Modern Slavery in Government Supply Chains),1 as such clauses may be amended or updated from time to time; and meet the applicable Government Buying Standards applicable to Deliverables which can be found online at: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/government/collections/sustainable-procurement- the-government-buying-standards-gbs, as updated from time to time. The Supplier indemnifies the Buyer against any costs resulting from any default by the Supplier relating to any applicable Law to do with the Contract. The Supplier must appoint a compliance officer who must be responsible for ensuring that the Supplier complies with Law, clause 0 and clauses 0 to 0.

Ending the contract. 13.1 14.1 The Contract takes effect on the Start Date and ends on the End Date or earlier if terminated under this Clause 13 14 or if required by Law. 13.2 14.2 The Buyer can extend the Contract for the Extension Period by giving the Supplier written notice before the Contract expires as described in the Award Form. 13.3 14.3 Ending the contract without a reason 13.3.1 reason The Buyer has the right to terminate the Contract at any time without reason or (unless the Award Form states something dif- ferentdifferent) liability by giving the Supplier not less than 90 days’ no- ▇▇▇▇ notice (unless a different notice period is set out in the Award Form) and if it’s terminated Clauses 13.5.1b14.5.1b) to 13.5.1h14.5.1h) ap- pliesapplies. 13.4 14.4 When the Buyer can end the Contract 13.4.1 14.4.1 If any of the following events happen, the Buyer has the right to immediately terminate the Contract by issuing a Termination Notice to the Supplier: a) there’s a Supplier Insolvency Event; b) the Supplier fails to notify the Buyer in writing of any Oc- casion Occasion of Tax Non-Compliance c) there’s a Notifiable Default that is not corrected in line with an accepted Rectification Plan; d) the Buyer rejects a Rectification Plan or the Supplier does not provide it within 10 days of the request; e) there’s any material Default of the Contract; f) a Default that occurs and then continues to occur on one or more occasions within 6 Months following the Buyer serving a warning notice on the Supplier that it may termi- nate terminate for persistent breach of the Contract; g) there’s any material Default of any Joint Controller Agree- ment Agreement relating to the Contract; h) there’s a Default of Clauses 2.7, 910, 11, 1712, 18, 3019, 3531, Schedule 19 (Cyber Essentials) (where applicable) 36, or Schedule 36 (Intellectual Property Rights) relating to the Contract; i) the performance of the Supplier causes a Critical Service Level Failure to occur; j) there’s a consistent repeated failure to meet the Service Levels in Schedule 10 (Service Levels); k) there’s a Change of Control of the Supplier which isn’t pre-pre- approved by the Buyer in writing; l) the Buyer discovers that the Supplier was in one of the sit- uations situations in 57 (1) or 57(2) of the Regulations at the time the Contract was awarded; m) the Supplier or its Affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in them; or n) the Supplier fails to comply with its legal obligations in the fields of environmental, social, equality or employment Law when providing the Deliverables. 13.4.2 14.4.2 The Buyer also has the right to terminate the Contract in ac- cordance accordance with Clauses 8.5 9.5 and 23.3, Paragraph 4.1 of Sched- ule 37 (Corporate Resolution Planning) (where applicable) and Paragraph 7 of Schedule 24 (Financial Difficulties) (where ap- plicable)24.3. 13.4.3 14.4.3 If any of the events in 73 (1) (a) or (b) of the Regulations hap- penhappen, the Buyer has the right to immediately terminate the Con- tract Contract and Clauses 13.5.1b14.5.1b) to 13.5.1h14.5.1h) applies. 13.5 14.5 What happens if the contract ends? 13.5.1 14.5.1 Where the Buyer terminates the Contract under Clauses 13.4.1 14.4.1 and 8.59.5, Paragraph 4.1 of Schedule 37 (Corporate Resolution Planning) (where applicable) or Paragraph 7 of Schedule 24 (Financial Difficulties) (where applicable). all of the following apply: a) The Supplier is responsible for the Buyer’s reasonable costs of procuring Replacement Deliverables for the rest of the Contract Period. b) The Buyer’s payment obligations under the terminated Contract stop immediately. c) Accumulated rights of the Parties are not affected. d) The Supplier must promptly delete or return the Govern- ment Government Data except where required to retain copies by Law. e) The Supplier must promptly return any of the Buyer’s property provided under the terminated Contract. f) The Supplier must, at no cost to the Buyer, co-operate fully in the handover and re-procurement (including to a Replacement Supplier). g) The Supplier must repay to the Buyer all the Charges that it has been paid in advance for Deliverables that it has not provided as at the date of termination or expiry. h) The following Clauses survive the termination of the Con- tractContract: 3.4.103.2.10, 56, 6.27.2, 910, 14, 1715, 18, 19, 20, 21, 3822, 39, 40, Schedule 36 (Intellectual Property Rights) and any Clauses and Schedules which are expressly or by implica- tion implication intended to continue. 13.6 14.5.2 If either Party terminates the Contract under Clause 23.324.3: a) each party must cover its own Losses; and b) Clauses 13.5.1b14.5.1b) to 13.5.1h14.5.1h) applies. 13.7 14.6 When the Supplier can end the contract 13.7.1 14.6.1 The Supplier can issue a Reminder Notice if the Buyer does not pay an undisputed invoice on time. The Supplier can termi- nate terminate the Contract if the Buyer fails to pay an undisputed in- voiced invoiced sum due and worth over 10% of the total Contract Value within 30 days of the date of the Reminder Notice. 13.7.2 14.6.2 The Supplier also has the right to terminate the Contract in ac- cordance accordance with Clauses 23.3 24.3 and 26.527.5. 13.7.3 Where the Buyer terminates the Contract under Clause 14.3 or the Supplier terminates the Contract under Clause 13.7.1 or 26.5: a) the Buyer must promptly pay all outstanding Charges in- curred to the Supplier; b) the Buyer must pay the Supplier reasonable committed and unavoidable Losses as long as the Supplier provides a fully itemised and costed schedule with evidence – the maximum value of this payment is limited to the total sum payable to the Supplier if the Contract had not been termi- nated; and c) Clauses 13.5.1d) to 13.5.1h) apply.

Ending the contract. 13.1 The Contract takes effect on the Start Date and ends on the End earlier of the Expiry Date or termination of the Contract, or earlier if terminated under this Clause 13 or if required by Law. 13.2 . The Buyer can extend the Contract for the Extension Period by giving the Supplier written notice before the Contract expires as described where set out in the Award Order Form in accordance with the terms in the Order Form. 13.3 Ending the contract without a reason 13.3.1 . The Buyer has the right to terminate the Contract at any time without reason or (unless the Award Form states something dif- ferent) liability by giving the Supplier not less than 90 days’ no- ▇▇▇▇ (unless a different notice period is set out in the Award Form) ' written notice, and if it’s 's terminated Clauses 13.5.1b) to 13.5.1h) ap- plies. 13.4 When the Buyer can end the Contract 13.4.1 clause 0 applies. If any of the following events happen, the Buyer has the right to immediately terminate the its Contract by issuing a Termination Notice termination notice in writing to the Supplier: a) Supplier and the consequences of termination in Clause 0 shall apply: there’s 's a Supplier Insolvency Event; b) ; the Supplier fails to notify the Buyer is in writing of any Oc- casion of Tax Non-Compliance c) there’s a Notifiable Default that is not corrected in line with an accepted Rectification Plan; d) the Buyer rejects a Rectification Plan or the Supplier does not provide it within 10 days of the request; e) there’s any material Default Material Breach of the Contract; f) ; there's a Default that occurs and then continues to occur on one or more occasions change of control (within 6 Months following the Buyer serving a warning notice on the Supplier that it may termi- nate for persistent breach meaning of section 450 of the Contract; gCorporation Tax Act 2010) there’s any material Default of any Joint Controller Agree- ment relating to the Contract; h) there’s a Default of Clauses 2.7, 9, 11, 17, 18, 30, 35, Schedule 19 (Cyber Essentials) (where applicable) or Schedule 36 (Intellectual Property Rights) relating to the Contract; i) the performance of the Supplier causes a Critical Service Level Failure to occur; j) there’s a consistent repeated failure to meet the Service Levels in Schedule 10 (Service Levels); k) there’s a Change of Control of the Supplier which isn’t n't pre-approved by the Buyer in writing; l) ; the Buyer discovers that the Supplier was in one of the sit- uations situations in 57 (1) or 57(2) of the Regulations at the time the Contract was awarded; m) ; the Supplier or its Affiliates affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in them; or n) or the Supplier fails to comply with its legal obligations in the fields of environmental, social, equality or employment Law when providing the Deliverables. 13.4.2 The Buyer also has the right to terminate the Contract in ac- cordance with Clauses 8.5 and 23.3, Paragraph 4.1 of Sched- ule 37 (Corporate Resolution Planning) (where applicable) and Paragraph 7 of Schedule 24 (Financial Difficulties) (where ap- plicable). 13.4.3 . If any of the events in 73 (173(1) (a) or (b) of the Regulations hap- penhappen, the Buyer has the right to immediately terminate the Con- tract Contract and Clauses 13.5.1b) clauses 0 to 13.5.1h) applies. 13.5 What happens if the contract ends? 13.5.1 0 apply. Where the Buyer terminates the Contract under Clauses 13.4.1 and 8.5clause 0, Paragraph 4.1 of Schedule 37 (Corporate Resolution Planning) (where applicable) 0, 0, 0, or Paragraph 7 Error! Reference source not found. of Schedule 24 Part B Joint Controller Agreement (Financial DifficultiesOptional) of Annex 1 – Processing Personal Data (where applicableif used). , all of the following apply: a) The : the Supplier is responsible for the Buyer’s 's reasonable costs of procuring Replacement replacement Deliverables for the rest of the Contract Period. b) The term of the Contract; the Buyer’s 's payment obligations under the terminated Contract stop immediately. c) Accumulated ; accumulated rights of the Parties are not affected. d) The ; the Supplier must promptly delete or return the Govern- ment Government Data except where required to retain copies by Law. e) The ; the Supplier must promptly return any of the Buyer’s 's property provided under the terminated Contract. f) The ; the Supplier must, at no cost to the Buyer, give all reasonable assistance to the Buyer and any incoming supplier and co-operate fully in the handover and re-procurement (including to a Replacement Supplier). g) The procurement; and the Supplier must repay to the Buyer all the Charges that it has been paid in advance for Deliverables that it has not provided as at the date of termination or expiry. h) . The following Clauses clauses survive the expiry or termination of the Con- tractContract: 3.4.100, 50, 6.20, 90, 140, 170, 180, 190, 200, 210, 380, 390, Schedule 36 (Intellectual Property Rights) 0, 0, 0 and 0 and any Clauses and Schedules clauses which are expressly or by implica- tion implication intended to continue. 13.6 If either Party terminates the Contract under Clause 23.3: a) each party must cover its own Losses; and b) Clauses 13.5.1b) to 13.5.1h) applies. 13.7 When the Supplier can end the contract 13.7.1 . The Supplier can issue a Reminder Notice reminder notice if the Buyer does not pay an undisputed invoice on time. The Supplier can termi- nate terminate the Contract if the Buyer fails to pay an undisputed in- voiced invoiced sum due and worth over 10% of the total Contract Value value or £1,000, whichever is the lower, within 30 days of the date of the Reminder Notice. 13.7.2 The Supplier also has the right to terminate the Contract in ac- cordance with Clauses 23.3 and 26.5. 13.7.3 reminder notice. Where the Buyer terminates the Contract under Clause 14.3 in accordance with clause 0 or the Supplier terminates the Contract under Clause 13.7.1 clause 0 or 26.5: a) 0: the Buyer must promptly pay all outstanding Charges in- curred to charges incurred by the Supplier; b) ; the Buyer must pay the Supplier reasonable committed and unavoidable Losses losses as long as the Supplier provides a fully itemised and costed schedule with evidence – - the maximum value of this payment is limited to the total sum payable to the Supplier if the Contract had not been termi- natedterminated; and cand clauses 0 to 0 apply. The Supplier also has the right to terminate the Contract in accordance with Clauses 0 and 0. Where the Buyer has the right to terminate the Contract it can terminate or suspend (for any period), all or part of it. If the Buyer suspends the Contract it can provide the Deliverables itself or buy them from a third party. The Buyer can only partially terminate or suspend the Contract if the remaining parts of it can still be used to effectively deliver the intended purpose. The Parties must agree (in accordance with clause 0) Clauses 13.5.1d) any necessary variation required by clause 0, but the Supplier may not either: reject the variation; or increase the Charges, except where the right to 13.5.1h) applypartial termination is under clause 0. The Buyer can still use other rights available, or subsequently available to it if it acts on its rights under clause 0.

Ending the contract. 13.1 14.1 The Contract takes effect on the Start Date and ends on the End Date or earlier if terminated under this Clause 13 14 or if required by Law. 13.2 14.2 The Buyer can extend the Contract for the Extension Period by giving the Supplier written notice before the Contract expires as described in the Award Form. 13.3 14.3 Ending the contract without a reason 13.3.1 14.3.1 The Buyer has the right to terminate the Contract at any time without reason or (unless the Award Form states something dif- ferentdifferent) liability by giving the Supplier not less than 90 days’ no- ▇▇▇▇ notice (unless a different notice period is set out in the Award Form) and if it’s terminated Clauses 13.5.1b14.5.1b) to 13.5.1h14.5.1h) ap- pliesapplies. 13.4 14.4 When the Buyer can end the Contract 13.4.1 14.4.1 If any of the following events happen, the Buyer has the right to immediately terminate the Contract by issuing a Termination Notice to the Supplier: a) there’s a Supplier Insolvency Event; b) the Supplier fails to notify the Buyer in writing of any Oc- casion Occasion of Tax Non-Compliance c) there’s a Notifiable Default that is not corrected in line with an accepted Rectification Plan; d) the Buyer rejects a Rectification Plan or the Supplier does not provide it within 10 days of the request; e) there’s any material Default of the Contract; f) a Default that occurs and then continues to occur on one or more occasions within 6 Months following the Buyer serving a warning notice on the Supplier that it may termi- nate terminate for persistent breach of the Contract; g) there’s any material Default of any Joint Controller Agree- ment Agreement relating to the Contract; h) there’s a Default of Clauses 2.7Error! Reference source n ot found., 910, 11, 1712, 18, 3019, 3531, 36, Schedule 19 (Cyber Essentials) (where applicable) or Schedule 36 (Intellectual Property Rights) relating to the Contract; i) the performance of the Supplier causes a Critical Service Level Failure to occur; j) there’s a consistent repeated failure to meet the Service Levels in Schedule 10 (Service Levels); k) there’s a Change of Control of the Supplier which isn’t pre-approved by the Buyer in writing; l) the Buyer discovers that the Supplier was in one of the sit- uations situations in 57 (157(1) or 57(2) of the Regulations at the time the Contract was awarded; m) the Supplier or its Affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in them; or n) the Supplier fails to comply with its legal obligations in the fields of environmental, social, equality or employment Law when providing the Deliverables. 13.4.2 14.4.2 The Buyer also has the right to terminate the Contract in ac- cordance accordance with Clauses 8.5 9.5 and 23.324.3, Paragraph 4.1 of Sched- ule Schedule 37 (Corporate Resolution Planning) (where applicable) and Paragraph 7 of Schedule 24 (Financial Difficulties) (where ap- plicableapplicable). 13.4.3 14.4.3 If any of the events in 73 (1) (a) or (b) of the Regulations hap- penhappen, the Buyer has the right to immediately terminate the Con- tract Contract and Clauses 13.5.1b14.5.1b) to 13.5.1h14.5.1h) applies. 13.5 14.5 What happens if the contract ends? 13.5.1 14.5.1 Where the Buyer terminates the Contract under Clauses 13.4.1 14.4.1 and 8.59.5, Paragraph 4.1 of Schedule 37 (Corporate Resolution Planning) (where applicable) or Paragraph 7 of Schedule 24 (Financial Difficulties) (where applicable). , all of the following apply: a) The Supplier is responsible for the Buyer’s reasonable costs of procuring Replacement Deliverables for the rest of the Contract Period. b) The Buyer’s payment obligations under the terminated Contract stop immediately. c) Accumulated rights of the Parties are not affected. d) The Supplier must promptly delete or return the Govern- ment Government Data except where required to retain copies by Law. e) The Supplier must promptly return any of the Buyer’s property provided under the terminated Contract. f) The Supplier must, at no cost to the Buyer, co-operate fully in the handover and re-procurement (including to a Replacement Supplier). g) The Supplier must repay to the Buyer all the Charges that it has been paid in advance for Deliverables that it has not provided as at the date of termination or expiry. h) The following Clauses survive the termination of the Con- tractContract: 3.4.10Error! Reference source not found., 5Error! ▇▇ ▇▇▇▇▇▇▇ source not found., 6.2Error! Reference source not found., 910, 14, 1715, 18, 19, 20, 21, 3822, 39, 40, Schedule 36 (Intellectual Property Rights) and any Clauses and Schedules which are expressly or by implica- tion implication intended to continue. 13.6 14.5.2 If either Party terminates the Contract under Clause 23.324.3: a) each party must cover its own Losses; and b) Clauses 13.5.1b14.5.1b) to 13.5.1h14.5.1h) applies. 13.7 14.6 When the Supplier can end the contract 13.7.1 14.6.1 The Supplier can issue a Reminder Notice if the Buyer does not pay an undisputed invoice on time. The Supplier can termi- nate terminate the Contract if the Buyer fails to pay an undisputed in- voiced invoiced sum due and worth over 10% of the total Contract Value within 30 days of the date of the Reminder Notice. 13.7.2 14.6.2 The Supplier also has the right to terminate the Contract in ac- cordance accordance with Clauses 23.3 24.3 and 26.527.5. 13.7.3 14.6.3 Where the Buyer terminates the Contract under Clause 14.3 or the Supplier terminates the Contract under Clause 13.7.1 14.6.1 or 26.527.5: a) the Buyer must promptly pay all outstanding Charges in- curred incurred to the Supplier; b) the Buyer must pay the Supplier reasonable committed and unavoidable Losses as long as the Supplier provides a fully itemised and costed schedule with evidence – the maximum value of this payment is limited to the total sum payable to the Supplier if the Contract had not been termi- natedterminated; and c) Clauses 13.5.1d14.5.1d) to 13.5.1h14.5.1h) apply. 14.7 Partially ending and suspending the contract 14.7.1 Where the Buyer has the right to terminate the Contract it can terminate or suspend (for any period), all or part of it. If the Buyer suspends the Contract, it can provide the Deliverables itself or buy them from a third-party. 14.7.2 The Buyer can only partially terminate or suspend the Contract if the remaining parts of the Contract can still be used to effectively deliver the intended purpose. 14.7.3 The Parties must agree any necessary Variation required by this Clause 14.7 using the Variation Procedure, but the Supplier may not either: a) reject the Variation; or b) increase the Charges, except where the right to partial termination is under Clause 14.3. 14.7.4 The Buyer can still use other rights available, or subsequently available to it if it acts on its rights under this Clause 14.7.

Ending the contract. 13.1 11.1 The Contract takes effect on the Start Date and ends on the End earlier of the Expiry Date or termination of the Contract, or earlier if terminated under this Clause 13 or if required by Law. 13.2 11.2 The Buyer can extend the Contract for where set out in the Extension Period by giving Order Form in accordance with the Supplier written notice before terms in the Order Form. UKHSA Short Form Contract 11.3 Ending the Contract expires as described in the Award Form. 13.3 Ending the contract without a reason 13.3.1 The Buyer has the right to terminate the Contract at any time without reason or (unless the Award Form states something dif- ferent) liability by giving the Supplier not less than 90 days’ no- ▇▇▇▇ (unless a different notice period is set out in the Award Form) and if it’s terminated Clauses 13.5.1b) to 13.5.1h) ap- plies. 13.4 11.4 When the Buyer can end the Contract 13.4.1 (a) If any of the following events happen, the Buyer has the right to immediately terminate the its Contract by issuing a Termination Notice termination notice in writing to the Supplier: a(i) there’s 's a Supplier Insolvency Event; b(ii) if the Supplier fails repeatedly breaches the Contract in a way to notify reasonably justify the Buyer in writing of any Oc- casion of Tax Non-Compliance c) there’s a Notifiable Default opinion that its conduct is not corrected in line inconsistent with an accepted Rectification Plan; d) it having the Buyer rejects a Rectification Plan intention or ability to give effect to the Supplier does not provide it within 10 days of the request; e) there’s any material Default terms and conditions of the Contract; f(iii) a Default that occurs and then continues to occur on one or more occasions within 6 Months following the Buyer serving a warning notice on the Supplier that it may termi- nate for persistent is in material breach of the Contract; g) there’s any material Default obligation which is capable of any Joint Controller Agree- ment relating to the Contract; h) there’s a Default of Clauses 2.7remedy, 9, 11, 17, 18, 30, 35, Schedule 19 (Cyber Essentials) (where applicable) or Schedule 36 (Intellectual Property Rights) relating to the Contract; i) the performance and that breach is not remedied within 30 days of the Supplier causes a Critical Service Level Failure receiving notice specifying the breach and requiring it to occurbe remedied; j(iv) there’s 's a consistent repeated failure to meet change of control (within the Service Levels in Schedule 10 (Service Levels); kmeaning of section 450 of the Corporation Tax Act 2010) there’s a Change of Control of the Supplier which isn’t n't pre-approved by the Buyer in writing; l(v) the Buyer discovers that the Supplier was in one of the sit- uations situations in 57 (1) or 57(2) of the Regulations at the time the Contract was awarded; m(vi) the Supplier or its Affiliates affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in them; or n(vii) the Supplier fails to comply with its legal obligations in the fields of environmental, social, equality or employment Law when providing the Deliverables. 13.4.2 (b) The Buyer also has the right to terminate the Contract in ac- cordance accordance with Clauses 8.5 and 23.3clauses 7.7(b), Paragraph 4.1 of Sched- ule 37 (Corporate Resolution Planning) (where applicable) 21.3, 29.4(b), 34.3 and Paragraph 7 Error! Reference source not found. of Schedule 24 Part B – Joint Controller Agreement of Annex 1 – Processing Personal Data (Financial Difficulties) (where ap- plicableif used). 13.4.3 (c) If any of the events in 73 (173(1) (a) or (b) of the Regulations hap- penhappen, the Buyer has the right to immediately terminate the Con- tract Contract and Clauses 13.5.1bclause 11.5(a)(ii) to 13.5.1h11.5(a)(viii) applies. 13.5 11.5 What happens if the contract ends?Contract ends (Buyer termination) 13.5.1 (a) Where the Buyer terminates the Contract under Clauses 13.4.1 and 8.5clause 11.4(a), Paragraph 4.1 of Schedule 37 (Corporate Resolution Planning) (where applicable) 7.7(b), 29.4(b), or Paragraph 7 Error! Reference source not found. of Schedule 24 Part B – Joint Controller Agreement of Annex 1 – Processing Personal Data (Financial Difficulties) (where applicableif used). , all of the following apply: a(i) The the Supplier is responsible for the Buyer’s 's reasonable costs of procuring Replacement replacement Deliverables for the rest of the Contract Period.term of the Contract; b(ii) The the Buyer’s 's payment obligations under the terminated Contract stop immediately.; c(iii) Accumulated accumulated rights of the Parties are not affected.; UKHSA Short Form Contract d(iv) The the Supplier must promptly delete or return the Govern- ment Government Data except where required to retain copies by Law.; e(v) The the Supplier must promptly return any of the Buyer’s 's property provided under the terminated Contract.; f(vi) The the Supplier must, at no cost to the Buyer, give all reasonable assistance to the Buyer and any incoming supplier and co-operate fully in the handover and re-procurement procurement; (including to a Replacement Supplier). gvii) The the Supplier must repay to the Buyer all the Charges that it has been paid in advance for Deliverables that it has not provided as at the date of termination or expiry.; and h(viii) The the following Clauses clauses survive the termination of the Con- tractContract: 3.4.104.2(j), 57, 6.28.5, 910, 12, 14, 1715, 1816, 19, 20, 21, 38, 39, Schedule 36 (Intellectual Property Rights) 37 and 38 and any Clauses and Schedules clauses which are expressly or by implica- tion implication intended to continue. 13.6 If either Party terminates the Contract under Clause 23.3: a) each party must cover its own Losses; and b) Clauses 13.5.1b) to 13.5.1h) applies. 13.7 11.6 When the Supplier can end the contractContract and what happens when the contract ends (Buyer and Supplier termination) 13.7.1 (a) The Supplier can issue a Reminder Notice reminder notice if the Buyer does not pay an undisputed invoice on time. The Supplier can termi- nate terminate the Contract if the Buyer fails to pay an undisputed in- voiced invoiced sum due and worth over 10% of the total Contract Value value or £1,000, whichever is the lower, within 30 days of the date of the Reminder Noticereminder notice. 13.7.2 The Supplier also has the right to terminate the Contract in ac- cordance with Clauses 23.3 and 26.5. 13.7.3 (b) Where the Buyer terminates the Contract under Clause 14.3 in accordance with clause 11.3 or the Supplier terminates the Contract under Clause 13.7.1 clause 11.6(a) or 26.524.4: a(i) the Buyer must promptly pay all outstanding Charges in- curred to charges incurred by the Supplier; b(ii) the Buyer must pay the Supplier reasonable committed and unavoidable Losses losses as long as the Supplier provides a fully itemised and costed schedule with evidence – - the maximum value of this payment is limited to the total sum payable to the Supplier if the Contract had not been termi- natedterminated; and c(iii) Clauses 13.5.1dclauses 11.5(a)(ii) to 13.5.1h11.5(a)(viii) apply. (c) The Supplier also has the right to terminate the Contract in accordance with Clauses 21.3 and 24.4.

Ending the contract. 13.1 14.1 The Contract takes effect on the Start Effective Date and ends on the End Date or earlier if terminated under this Clause 13 14 or if required by Law. 13.2 14.2 The Buyer can extend the this Contract for the Extension Period by giving the Supplier written notice before the this Contract expires as described in the Award Form. 13.3 14.3 Ending the contract without a reason 13.3.1 14.3.1 The Buyer has the right to terminate the this Contract at any time without with- out reason or (unless the Award Form states something dif- ferent) liability by giving the Supplier not less than 90 ninety (90) days’ no- ▇▇▇▇ (unless a different notice period is set out in the Award Form) and if it’s terminated Clauses 13.5.1b) to 13.5.1h) ap- pliesClause 14.9 applies. 13.4 14.4 When the Buyer can end the this Contract 13.4.1 14.4.1 If any of the following events happen, the Buyer has the right to immediately im- mediately terminate the this Contract by issuing a Termination Notice to the SupplierSupplier and the consequences of termination in Clause 14.5 shall apply: (a) there’s a Supplier Insolvency Event; (b) the Supplier fails to notify the Buyer in writing of any Oc- casion Occasion of Tax Non-ComplianceCompliance or fails to provide details of proposed mitigating factors which, in the reasonable opinion of the Buyer, are acceptable; (c) there’s a Notifiable Default that is not corrected in line with an accepted Rectification Plan; (d) the Buyer rejects a Rectification Plan or the Supplier does not provide it within 10 ten (10) days of the request; (e) there’s any material Material Default of the this Contract; (f) a Default that occurs and then continues to occur on one or more occasions within 6 Months following the Buyer serving a warning notice on the Supplier that it may termi- nate for persistent breach of the Contract; g) there’s any material Material Default of any Joint Controller Agree- ment Agreement relating to the this Contract; h(g) there’s a Default of Clauses 2.72.8, 912, 11, 17, 18, 30, 35, 31 or Schedule 19 28 (Cyber EssentialsICT Ser- vices) (where applicable) or Schedule 36 (Intellectual Property Rights) relating to the Contract); i(h) the performance of the Supplier causes a Critical Service Level Failure to occur; j(i) there’s a consistent repeated failure to meet the Service Levels in Schedule 10 (Service Levels); k(j) there’s a Change of Control of the Supplier which isn’t pre-approved ap- proved by the Buyer in writingwriting provided that such approval is not unreasonably withheld by the Buyer; l(k) the Buyer discovers that the Supplier was in one of the sit- uations situa- tions in 57 (1) or 57(2) of the Regulations at the time the Contract this Con- tract was awarded; m(l) the Supplier or its Affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in them; or; n(m) the Supplier fails to comply with its legal obligations in the fields of environmental, social, equality or employment Law when providing the Deliverables.; or 13.4.2 The Buyer also has the right to terminate the Contract in ac- cordance with Clauses 8.5 and 23.3, Paragraph 4.1 of Sched- ule 37 (Corporate Resolution Planning) (where applicable) and Paragraph 7 of Schedule 24 (Financial Difficulties) (where ap- plicable). 13.4.3 14.4.2 If any of the events in 73 (1) (a) or (b) of the Regulations hap- penhappen, the Buyer has the right to immediately terminate the Con- tract this Contract and Clauses 13.5.1b) to 13.5.1h) Clause 14.5 applies. 13.5 14.5 What happens if the contract ends? 13.5.1 14.5.1 Where the Buyer terminates the this Contract under Clauses 13.4.1 14.4, 10.4 and 8.512.3, Paragraph 7 of Part D of Schedule 7 (Staff Transfer), Para- graph 2.2 of Schedule 12 (Benchmarking) (where applicable) Para- graph 4.1 of Schedule 37 (Corporate Resolution Planning) (where applicableap- plicable) or Paragraph 7 of Schedule 24 (Financial Difficulties) (where applicable). applicable)or Paragraphs 3.1.12.2 or 3.3.1.2 of Part A of Schedule 26 (Sustainability) all of the following apply: (a) The Supplier is responsible for the Buyer’s reasonable costs of procuring Replacement Deliverables for the rest of the Contract Con- tract Period. (b) The Buyer’s payment obligations under the terminated Contract Con- tract stop immediately. (c) Accumulated rights of the Parties are not affected. (d) The Supplier must promptly delete or return the Govern- ment Government Data except where required to retain copies by Law. (e) The Supplier must promptly return any of the Buyer’s property provided under the terminated Contract. (f) The Supplier must, at no cost to the Buyer, co-operate fully in the handover and re-procurement (including to a Replacement Supplier). (g) The Supplier must repay to the Buyer all the Charges that it has been paid in advance for Deliverables that it has not provided as at the date of termination or expiry. h14.6 If either Party terminates this Contract under Clause 24.3: (a) each party must cover its own Losses; and (b) Clauses 14.5.1(b)) to 14.5.1(g)) apply. 14.7 The following Clauses survive the termination or expiry of the Con- tractthis Contract: 3.4.103.2.10, 54, 6.26, 97.4, 147.5, 1710, 14.5, 14.9, 15, 18, 19, 20, 21, 3822, 23, 35.3.2, 39, 40, Schedule 1 (Definitions), Schedule 3 (Charges), Schedule 30 (Exit Manage- ment)) (if used), Schedule 36 (Intellectual Property Rights) and any Clauses and Schedules which are expressly or by implica- tion implication intended to continue. 13.6 If either Party terminates the Contract under Clause 23.3: a) each party must cover its own Losses; and b) Clauses 13.5.1b) to 13.5.1h) applies. 13.7 14.8 When the Supplier can end the contract 13.7.1 14.8.1 The Supplier can issue a Reminder Notice if the Buyer does not pay an undisputed invoice on time. The Supplier can termi- nate the Contract terminate this Con- tract if the Buyer fails to pay an undisputed in- voiced invoiced sum due and worth over 10% of the total Contract Value within 30 thirty (30) days of the date of the Reminder Notice. 13.7.2 14.8.2 The Supplier also has the right to terminate the this Contract in ac- cordance accord- ance with Clauses 23.3 24.3 and 26.527.5. 13.7.3 14.9 Where the Buyer terminates the this Contract under Clause 14.3 or the Supplier terminates the this Contract under Clause 13.7.1 or 26.514.8: (a) the Buyer must promptly pay all outstanding Charges in- curred incurred to the Supplier; (b) the Buyer must pay the Supplier reasonable committed and unavoidable Losses as long as the Supplier provides a fully itemised and costed schedule with evidence – the maximum value of this payment is limited to the total sum payable to the Supplier if the this Contract had not been termi- natedterminated; and (c) Clauses 13.5.1d14.5.1(b)) to 13.5.1h14.5.1(g)) apply. 14.10 Partially ending and suspending the contract 14.10.1 Where the Buyer has the right to terminate this Contract it can ter- minate or suspend (for any period), all or part of it. If the Buyer sus- pends this Contract it can provide the Deliverables itself or buy them from a third party at a reasonable cost. 14.10.2 The Buyer can only partially terminate or suspend this Contract if the remaining parts of this Contract can still be used to effectively de- liver the intended purpose. 14.11 The Parties must agree any necessary Variation required by this Clause 14 us- ing the Variation Procedure, but the Supplier may not either: (a) reject the Variation; or (b) increase the Charges, except where the right to partial termi- nation is under Clause 14.3. 14.12 The Buyer can still use other rights available, or subsequently available to it if it acts on its rights under this Clause 14.

Ending the contract. 13.1 The Contract takes effect on the Start Date and ends on the End earlier of the Expiry Date or termination of the Contract, or earlier if terminated under this Clause 13 or if required by Law. 13.2 . The Buyer can extend the Contract for the Extension Period by giving the Supplier written notice before the Contract expires as described where set out in the Award Order Form in accordance with the terms in the Order Form. 13.3 Ending the contract without a reason 13.3.1 . The Buyer has the right to terminate the Contract at any time without reason or (unless the Award Form states something dif- ferent) liability by giving the Supplier not less than 90 days’ no- ▇▇▇▇ (unless a different notice period is set out in the Award Form) ' written notice, and if it’s 's terminated Clauses 13.5.1b) to 13.5.1h) ap- plies. 13.4 When the Buyer can end the Contract 13.4.1 clause 0 applies. If any of the following events happen, the Buyer has the right to immediately terminate the its Contract by issuing a Termination Notice termination notice in writing to the Supplier: a) Supplier and the consequences of termination in Clause 0 shall apply: there’s 's a Supplier Insolvency Event; b) ; the Supplier fails to notify the Buyer is in writing of any Oc- casion of Tax Non-Compliance c) there’s a Notifiable Default that is not corrected in line with an accepted Rectification Plan; d) the Buyer rejects a Rectification Plan or the Supplier does not provide it within 10 days of the request; e) there’s any material Default Material Breach of the Contract; f) ; there's a Default that occurs and then continues to occur on one or more occasions change of control (within 6 Months following the Buyer serving a warning notice on the Supplier that it may termi- nate for persistent breach meaning of section 450 of the Contract; gCorporation Tax Act 2010) there’s any material Default of any Joint Controller Agree- ment relating to the Contract; h) there’s a Default of Clauses 2.7, 9, 11, 17, 18, 30, 35, Schedule 19 (Cyber Essentials) (where applicable) or Schedule 36 (Intellectual Property Rights) relating to the Contract; i) the performance of the Supplier causes a Critical Service Level Failure to occur; j) there’s a consistent repeated failure to meet the Service Levels in Schedule 10 (Service Levels); k) there’s a Change of Control of the Supplier which isn’t n't pre-approved by the Buyer in writing; l) ; the Buyer discovers that the Supplier was in one of the sit- uations situations in 57 (1) or 57(2) of the Regulations at the time the Contract was awarded; m) ; the Supplier or its Affiliates affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in them; or n) or the Supplier fails to comply with its legal obligations in the fields of environmental, social, equality or employment Law when providing the Deliverables. 13.4.2 The Buyer also has the right to terminate the Contract in ac- cordance with Clauses 8.5 and 23.3, Paragraph 4.1 of Sched- ule 37 (Corporate Resolution Planning) (where applicable) and Paragraph 7 of Schedule 24 (Financial Difficulties) (where ap- plicable). 13.4.3 . If any of the events in 73 (173(1) (a) or (b) of the Regulations hap- penhappen, the Buyer has the right to immediately terminate the Con- tract Contract and Clauses 13.5.1b) clauses 0 to 13.5.1h) applies. 13.5 What happens if the contract ends? 13.5.1 0 apply. Where the Buyer terminates the Contract under Clauses 13.4.1 and 8.5clause 0, Paragraph 4.1 of Schedule 37 (Corporate Resolution Planning) (where applicable) 0, 0, 0, or Paragraph 7 Error! Reference source not found. of Schedule 24 Error! Reference source not found. Error! Reference source not found. of Annex 1 – Not Used (Financial Difficulties) (where applicableif used). , all of the following apply: a) The : the Supplier is responsible for the Buyer’s 's reasonable costs of procuring Replacement replacement Deliverables for the rest of the Contract Period. b) The term of the Contract; the Buyer’s 's payment obligations under the terminated Contract stop immediately. c) Accumulated ; accumulated rights of the Parties are not affected. d) The ; the Supplier must promptly delete or return the Govern- ment Government Data except where required to retain copies by Law. e) The ; the Supplier must promptly return any of the Buyer’s 's property provided under the terminated Contract. f) The ; the Supplier must, at no cost to the Buyer, give all reasonable assistance to the Buyer and any incoming supplier and co-operate fully in the handover and re-procurement (including to a Replacement Supplier). g) The procurement; and the Supplier must repay to the Buyer all the Charges that it has been paid in advance for Deliverables that it has not provided as at the date of termination or expiry. h) . The following Clauses clauses survive the expiry or termination of the Con- tractContract: 3.4.100, 50, 6.20, 90, 140, 170, 180, 190, 200, 210, 380, 390, Schedule 36 (Intellectual Property Rights) 0, 0, 0 and 0 and any Clauses and Schedules clauses which are expressly or by implica- tion implication intended to continue. 13.6 If either Party terminates the Contract under Clause 23.3: a) each party must cover its own Losses; and b) Clauses 13.5.1b) to 13.5.1h) applies. 13.7 When the Supplier can end the contract 13.7.1 . The Supplier can issue a Reminder Notice reminder notice if the Buyer does not pay an undisputed invoice on time. The Supplier can termi- nate terminate the Contract if the Buyer fails to pay an undisputed in- voiced invoiced sum due and worth over 10% of the total Contract Value value or £1,000, whichever is the lower, within 30 days of the date of the Reminder Notice. 13.7.2 The Supplier also has the right to terminate the Contract in ac- cordance with Clauses 23.3 and 26.5. 13.7.3 reminder notice. Where the Buyer terminates the Contract under Clause 14.3 in accordance with clause 0 or the Supplier terminates the Contract under Clause 13.7.1 clause 0 or 26.5: a) 0: the Buyer must promptly pay all outstanding Charges in- curred to charges incurred by the Supplier; b) ; the Buyer must pay the Supplier reasonable committed and unavoidable Losses losses as long as the Supplier provides a fully itemised and costed schedule with evidence – - the maximum value of this payment is limited to the total sum payable to the Supplier if the Contract had not been termi- natedterminated; and cand clauses 0 to 0 apply. The Supplier also has the right to terminate the Contract in accordance with Clauses 0 and 0. Where the Buyer has the right to terminate the Contract it can terminate or suspend (for any period), all or part of it. If the Buyer suspends the Contract it can provide the Deliverables itself or buy them from a third party. The Buyer can only partially terminate or suspend the Contract if the remaining parts of it can still be used to effectively deliver the intended purpose. The Parties must agree (in accordance with clause 0) Clauses 13.5.1d) any necessary variation required by clause 0, but the Supplier may not either: reject the variation; or increase the Charges, except where the right to 13.5.1h) applypartial termination is under clause 0. The Buyer can still use other rights available, or subsequently available to it if it acts on its rights under clause 0.

Ending the contract. 13.1 The Contract takes effect on the Start Date and ends on the End Date or earlier if terminated under this Clause 13 or if required by Law. 13.2 The Buyer can extend the Contract for the Extension Period by giving the Supplier written notice before the Contract expires as described in the Award Form. 13.3 14.1 Ending the contract without a reason 13.3.1 reason The Buyer has the right to terminate the Contract and/or any Contract Order(s) at any time without reason or liability (unless the Award Form states something dif- ferentincluding any claims for loss of profit) liability by giving the Supplier not less than 90 days’ no- ▇▇▇▇ (unless a different notice period is set out in the Award Form) and if it’s terminated Clauses 13.5.1b14.3.1b) to 13.5.1h14.3.1g) ap- pliesand 14.3.2 apply. 13.4 14.2 When the Buyer can end the Contract 13.4.1 14.2.1 If any of the following events happen, the Buyer has the right to immediately terminate the Contract and/or any Contract Order(s) by issuing a Termination Notice to the Supplier: a) there’s a Supplier Insolvency Event; b) there’s a material Default that the Supplier fails to notify the Buyer in writing Contract states is not capable of any Oc- casion of Tax Non-Compliancecorrection; c) there’s a Notifiable Notified Default that that, where capable of correction, is not corrected in line with an accepted Rectification Plan; d) the Buyer rejects a Rectification Plan or the Supplier does not provide it within 10 days Working Days of the request; e) there’s any material Default of the Contract; f) a Default that occurs and then continues to occur on one or more occasions within 6 Months months following the Buyer serving a warning notice on the Supplier that it may termi- nate terminate for persistent breach of the ContractContract and/or any Contract Order(s); g) there’s any material Default of any Joint Controller Agree- ment relating to the Contract; hf) there’s a Default change of Clauses 2.7, 9, 11, 17, 18, 30, 35, Schedule 19 control (Cyber Essentials) (where applicable) or Schedule 36 (Intellectual Property Rights) relating to within the Contract; i) the performance meaning of Section 450 of the Supplier causes a Critical Service Level Failure to occur; jCorporation Tax Act 2010) there’s a consistent repeated failure to meet the Service Levels in Schedule 10 (Service Levels); k) there’s a Change of Control of the Supplier which isn’t pre-approved by the Buyer in writing; lg) the Buyer discovers that the Supplier was in one of the sit- uations situations in Regulations 57 (1) or 57(2) of the Public Contracts Regulations 2015, or such Regulations by application of Regulation 80(2) of the Utilities Contracts Regulations 2016, at the time the Contract was awarded; m) the Supplier or its Affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in them; or nh) the Supplier fails to comply with its legal obligations in the fields of environmental, social, equality or employment Law when providing the Deliverables. 13.4.2 14.2.2 The Buyer also has the right to terminate the Contract and/or any Contract Order(s) in ac- cordance accordance with Clauses 8.5 Clause 24.3 and 23.3, Paragraph 4.1 of Sched- ule 37 (Corporate Resolution Planningthe Buyer may also have rights to terminate the Contract and/or any Contract Order(s) (where applicable) and Paragraph 7 of Schedule 24 (Financial Difficulties) (where ap- plicable)pursuant to the Schedules. 13.4.3 14.2.3 If any of the events in 73 (1) (a) or (b) of the Public Contracts Regulations hap- pen2015 or 89 (1) (a) or (b) of the Utilities Contracts Regulations 2016 (as applicable) happen, the Buyer has the right to immediately terminate the Con- tract Contract and/or any Contract Order(s) and Clauses 13.5.1b14.3.1b) to 13.5.1h14.3.1g) appliesapply. 13.5 14.3 What happens if the contract ends? 13.5.1 14.3.1 Where the Buyer terminates the Contract and/or any Contract Order(s) under Clauses 13.4.1 and 8.5Clause 14.2.1 or pursuant to any of the Schedules, Paragraph 4.1 of Schedule 37 (Corporate Resolution Planning) (where applicable) or Paragraph 7 of Schedule 24 (Financial Difficulties) (where applicable). all of the following apply: a) The Supplier is responsible for the Buyer’s reasonable costs of procuring Replacement Deliverables for the rest of the Contract Period. b) The Buyer’s payment obligations under the terminated Contract stop immediately. c) Accumulated rights of the Parties are not affected. dc) The Supplier must promptly delete or return the Govern- ment Buyer Data except where required to retain copies by LawLaw or in accordance with regulations governing professional bodies. ed) The Supplier must promptly return any of the Buyer’s property provided under the terminated ContractContract and/or any Contract Order(s). fe) The Supplier must, at no cost to the Buyer, co-operate fully provide reasonable co- operation in the handover and re-procurement (including to a Replacement Supplierreplacement supplier). gf) The Supplier must repay to the Buyer all the Charges that it has been paid in advance for Deliverables that it has not provided as at the date of termination or expiryexpiry of the Contract and/or Contract Order(s). hg) The following Clauses survive the termination of the Con- tract: 3.4.10, 5, 6.2, 9, 14, 17, 18, 19, 20, 21, 38, 39, Schedule 36 (Intellectual Property Rights) and any Any Clauses and Schedules which are expressly or by implica- tion implication intended to continuecontinue shall survive the termination of the Contract and/or Contract Order(s). 13.6 14.3.2 If the Buyer terminates the Contract and/or any Contract Order(s) under Clause 14.1: a) the Buyer must promptly pay all outstanding Charges incurred to the Supplier; b) the Buyer shall pay to the Supplier the costs that the Supplier has incurred directly as a result of the early termination of the Contract and/or Contract Order(s) not then completed which are unavoidable, reasonable and not capable of recovery as long as the Supplier provides a fully itemised and costed schedule with evidence and takes all reasonable steps to mitigate the same. The maximum value of this payment is limited to the total costs which would have been paid to the Supplier as part of the Charges if the Contract and/or Contract Order(s) had not been terminated; and c) Clauses 14.3.1c)to 14.3.1g) apply. 14.3.3 If either Party terminates the Contract and/or any Contract Order(s) under Clause 23.324.3: a) each party must cover its own Losses; and b) Clauses 13.5.1b14.3.1b) to 13.5.1h14.3.1g) appliesapply. 13.7 14.3.4 Where either Party terminates the Contract as permitted in accordance with its terms this will, unless expressly stated otherwise in the Termination Notice, also terminate all Contract Orders. Where either Party terminates a Contract Order as permitted in accordance with the terms of the Contract this will only terminate the Contract Order to which the Termination Notice relates and the Contract and all other Contract Orders will continue in force and effect. 14.4 When the Supplier can end the contract 13.7.1 14.4.1 The Supplier can issue a Reminder Notice notice that payment has not been received on time if the Buyer does not pay an undisputed invoice on time. The Supplier can termi- nate terminate the Contract and/or any Contract Order(s) if the Buyer fails to pay an undisputed in- voiced invoiced sum due and worth over 10% of the total Contract Value within 30 days of the date of the Reminder Noticesuch notice. 13.7.2 14.4.2 The Supplier also has the right to terminate the Contract and/or any Contract Order(s) in ac- cordance accordance with Clauses 23.3 24.3 and 26.527.4. 13.7.3 Where the Buyer terminates the Contract under Clause 14.3 or 14.4.3 If the Supplier terminates the Contract and/or any Contract Order(s) under Clause 13.7.1 14.4.1 or 26.527.4: a) the Buyer must promptly pay all outstanding Charges in- curred incurred to the Supplier; b) the Buyer must shall pay to the Supplier the costs that the Supplier has incurred directly as a result of the early termination of the Contract and/or the Contract Order(s) which are unavoidable, reasonable committed and unavoidable Losses not capable of recovery as long as the Supplier provides a fully itemised and costed schedule with evidence – and takes all reasonable steps to mitigate the same. The maximum value of this payment is limited to the total sum payable to the Supplier if the Contract and/or the Contract Order(s) had not been termi- natedterminated; and c) Clauses 13.5.1d14.3.1c) to 13.5.1h14.3.1g) apply. 14.5 Partially ending and suspending the contract 14.5.1 Where the Buyer has the right to terminate the Contract and/or any Contract Order it can terminate or suspend (for any period), all or part of it. If the Buyer suspends the Contract and/or any Contract Order(s) it can provide the Deliverables itself or buy them from a third party. 14.5.2 The Buyer can only partially terminate or suspend the Contract and/or any Contract Order(s) if the remaining parts of the Contract and/or Contract Order(s) can still be used to effectively deliver the intended purpose. 14.5.3 The Parties must agree (in accordance with Clause 28) any necessary Variation required by this Clause 14.5, but the Supplier may not either: a) reject the Variation; or b) increase the Charges, except where the right to partial termination is under Clause 14.1. 14.5.4 The Buyer can still use other rights available, or subsequently available to it if it acts on its rights under this Clause 14.5.