Common use of Exit Management Clause in Contracts

Exit Management. 15.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 details of the Service(s); 15.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 an inventory of DFID Data in the Supplier's possession or control; 15.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 a list of on‐going and/or threatened disputes in relation to the provision of the Services; 15.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ required to be provided by the Supplier under this Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 such other material and information as DFID shall reasonably require, (together, the “Exit Information”). 15.2 The Supplier acknowledges that DFID may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐Contractors’ prices or costs). 15.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 the provision of the Services; and/or 15.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 any re‐tender exercise by ▇▇▇▇, then the Supplier shall notify DfID within a reasonable period of time and consult and shall consult with DFID regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFID. 15.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 prepare an informed offer for those Services; and 15.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 The Supplier shall, within three (3) months after the Commencement Date, deliver to DFID an Exit Plan which: 15.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID and/or its Replacement Supplier on the expiry or termination of this Contract; 15.5.2 complies with the requirements set out in Clause 15.7 below; 15.5.3 is otherwise reasonably satisfactory to DFID. 15.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 Unless otherwise specified by DFID, the Exit Plan shall set out, as a minimum: 15.7.1 how the Exit Information is obtained; 15.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 how the Services will transfer to the Replacement Supplier and/or DFID, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFID's technology components from any technology components operated by the Supplier or its Sub‐Contractors (where applicable); 15.7.6 details of contracts (if any) which will be available for transfer to DFID and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 proposals for providing DFID or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐Contractor); 15.7.11 proposals for the disposal of any redundant Services and materials;

Exit Management. 15.1 16.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID FCDO and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID FCDO of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 16.1.1 details of the Service(s); 15.1.2 16.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 16.1.3 an inventory of DFID FCDO Data in the Supplier's possession or control; 15.1.4 16.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 16.1.5 a list of on‐going on-going and/or threatened disputes in relation to the provision of the Services; 15.1.6 16.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ Employees required to be provided by the Supplier under this Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 16.1.7 such other material and information as DFID FCDO shall reasonably require, (together, the “Exit Information”). 15.2 16.2 The Supplier acknowledges that DFID FCDO may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID FCDO is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID FCDO may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐ContractorsSub-Contractors’ prices or costs). 15.3 16.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 16.3.1 the provision of the Services; and/or 15.3.2 16.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 16.3.3 any re‐tender re-tender exercise by ▇▇▇▇FCDO, then the Supplier shall notify DfID FCDO within a reasonable period of time and consult and shall consult with DFID FCDO regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested as-requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFIDFCDO. 15.4 16.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 16.4.1 prepare an informed offer for those Services; and 15.4.2 16.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 16.5 The Supplier shall, within three (3) months after the Commencement Date, deliver to DFID FCDO an Exit Plan which: 15.5.1 16.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID FCDO and/or its Replacement Supplier on the expiry or termination of this Contract; 15.5.2 16.5.2 complies with the requirements set out in Clause 15.7 16.7 below; 15.5.3 16.5.3 is otherwise reasonably satisfactory to DFIDFCDO. 15.6 16.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 16.7 Unless otherwise specified by DFIDFCDO, the Exit Plan shall set out, as a minimum: 15.7.1 16.7.1 how the Exit Information is obtained; 15.7.2 16.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 16.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 16.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 16.7.5 how the Services will transfer to the Replacement Supplier and/or DFIDFCDO, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFIDFCDO's technology components from any technology components operated by the Supplier or its Sub‐Contractors Sub-Contractors (where applicable); 15.7.6 16.7.6 details of contracts (if any) which will be available for transfer to DFID FCDO and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 16.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 16.7.8 proposals for providing DFID FCDO or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 16.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 16.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐ContractorSub-Contractor); 15.7.11 16.7.11 proposals for the disposal of any redundant Services and materials;

Exit Management. 15.1 16.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 16.1.1 details of the Service(s); 15.1.2 16.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 16.1.3 an inventory of DFID Data in the Supplier's possession or control; 15.1.4 16.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 16.1.5 a list of on‐going and/or threatened disputes in relation to the provision of the Services; 15.1.6 16.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ Employees required to be provided by the Supplier under this Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 16.1.7 such other material and information as DFID shall reasonably require, (together, the “Exit Information”). 15.2 16.2 The Supplier acknowledges that DFID may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐Contractors’ prices or costs). 15.3 16.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 16.3.1 the provision of the Services; and/or 15.3.2 16.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 16.3.3 any re‐tender exercise by ▇▇▇▇, then the Supplier shall notify DfID within a reasonable period of time and consult and shall consult with DFID regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFID. 15.4 16.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 16.4.1 prepare an informed offer for those Services; and 15.4.2 16.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 16.5 The Supplier shall, within three (3) months after the Commencement Date, deliver to DFID an Exit Plan which: 15.5.1 16.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID and/or its Replacement Supplier on the expiry or termination of this Contract; 15.5.2 16.5.2 complies with the requirements set out in Clause 15.7 16.7 below; 15.5.3 16.5.3 is otherwise reasonably satisfactory to DFID. 15.6 16.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 16.7 Unless otherwise specified by DFID, the Exit Plan shall set out, as a minimum: 15.7.1 16.7.1 how the Exit Information is obtained; 15.7.2 16.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 16.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 16.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 16.7.5 how the Services will transfer to the Replacement Supplier and/or DFID, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFID's technology components from any technology components operated by the Supplier or its Sub‐Contractors (where applicable); 15.7.6 16.7.6 details of contracts (if any) which will be available for transfer to DFID and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 16.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 16.7.8 proposals for providing DFID or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 16.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 16.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐Contractor); 15.7.11 16.7.11 proposals for the disposal of any redundant Services and materials;

Exit Management. 15.1 16.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 16.1.1 details of the Service(s); 15.1.2 16.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 16.1.3 an inventory of DFID Data in the Supplier's possession or control; 15.1.4 16.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 16.1.5 a list of on‐going on-going and/or threatened disputes in relation to the provision of the Services; 15.1.6 16.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ Employees required to be provided by the Supplier under this Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 16.1.7 such other material and information as DFID shall reasonably require, (together, the “Exit Information”). 15.2 16.2 The Supplier acknowledges that DFID may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐ContractorsSub-Contractors’ prices or costs). 15.3 16.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 16.3.1 the provision of the Services; and/or 15.3.2 16.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 16.3.3 any re‐tender re-tender exercise by ▇▇▇▇DfID, then the Supplier shall notify DfID within a reasonable period of time and consult and shall consult with DFID regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested as-requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFID. 15.4 16.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 16.4.1 prepare an informed offer for those Services; and 15.4.2 16.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 16.5 The Supplier shall, within three (3) months after the Commencement Date, deliver to DFID an Exit Plan which: 15.5.1 16.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID and/or its Replacement Supplier on the expiry or termination of this Contract; 15.5.2 16.5.2 complies with the requirements set out in Clause 15.7 16.7 below; 15.5.3 16.5.3 is otherwise reasonably satisfactory to DFID. 15.6 16.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 16.7 Unless otherwise specified by DFID, the Exit Plan shall set out, as a minimum: 15.7.1 16.7.1 how the Exit Information is obtained; 15.7.2 16.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 16.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 16.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 16.7.5 how the Services will transfer to the Replacement Supplier and/or DFID, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFID's technology components from any technology components operated by the Supplier or its Sub‐Contractors Sub-Contractors (where applicable); 15.7.6 16.7.6 details of contracts (if any) which will be available for transfer to DFID and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 16.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 16.7.8 proposals for providing DFID or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 16.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 16.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐ContractorSub-Contractor); 15.7.11 16.7.11 proposals for the disposal of any redundant Services and materials;

Exit Management. 15.1 16.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 16.1.1 details of the Service(s); 15.1.2 16.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 16.1.3 an inventory of DFID Data in the Supplier's possession or control; 15.1.4 16.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 16.1.5 a list of on‐going and/or threatened disputes in relation to the provision of the Services; 15.1.6 16.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ Employees required to be provided by the Supplier under this Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 16.1.7 such other material and information as DFID shall reasonably require, (together, the “Exit Information”). 15.2 16.2 The Supplier acknowledges that DFID may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐Contractors’ prices or costs). 15.3 16.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 16.3.1 the provision of the Services; and/or 15.3.2 16.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 16.3.3 any re‐tender exercise by ▇▇▇▇DfID, then the Supplier shall notify DfID within a reasonable period of time and consult and shall consult with DFID regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFID. 15.4 16.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 16.4.1 prepare an informed offer for those Services; and 15.4.2 16.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 16.5 The Supplier shall, within three (3) months after the Commencement Date, deliver to DFID an Exit Plan which: 15.5.1 16.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID and/or its Replacement Supplier on the expiry or termination of this Contract; 15.5.2 16.5.2 complies with the requirements set out in Clause 15.7 16.7 below; 15.5.3 16.5.3 is otherwise reasonably satisfactory to DFID. 15.6 16.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 16.7 Unless otherwise specified by DFID, the Exit Plan shall set out, as a minimum: 15.7.1 16.7.1 how the Exit Information is obtained; 15.7.2 16.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 16.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 16.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 16.7.5 how the Services will transfer to the Replacement Supplier and/or DFID, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFID's technology components from any technology components operated by the Supplier or its Sub‐Contractors (where applicable); 15.7.6 16.7.6 details of contracts (if any) which will be available for transfer to DFID and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 16.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 16.7.8 proposals for providing DFID or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 16.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 16.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐Contractor); 15.7.11 16.7.11 proposals for the disposal of any redundant Services and materials;

Exit Management. 15.1 16.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 16.1.1 details of the Service(s); 15.1.2 16.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 16.1.3 an inventory of DFID Data in the Supplier's possession or control; 15.1.4 16.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 16.1.5 a list of on‐going and/or threatened disputes in relation to the provision of the Services; 15.1.6 16.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ Employees required to be provided by the Supplier under this Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 16.1.7 such other material and information as DFID shall reasonably require, (together, the “Exit Information”). 15.2 16.2 The Supplier acknowledges that DFID may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐Contractors’ prices or costs). 15.3 16.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 16.3.1 the provision of the Services; and/or 15.3.2 16.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 16.3.3 any re‐tender exercise by ▇▇▇▇DFID, then the Supplier shall notify DfID DFID within a reasonable period of time and consult and shall consult with DFID regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFID. 15.4 16.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 16.4.1 prepare an informed offer for those Services; and 15.4.2 16.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 16.5 The Supplier shall, within three (3) months after the Commencement Date, deliver to DFID an Exit Plan which: 15.5.1 16.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID and/or its Replacement Supplier on the expiry or termination of this Contract; 15.5.2 16.5.2 complies with the requirements set out in Clause 15.7 16.7 below; 15.5.3 16.5.3 is otherwise reasonably satisfactory to DFID. 15.6 16.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 16.7 Unless otherwise specified by DFID, the Exit Plan shall set out, as a minimum: 15.7.1 16.7.1 how the Exit Information is obtained; 15.7.2 16.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 16.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 16.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 16.7.5 how the Services will transfer to the Replacement Supplier and/or DFID, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFID's technology components from any technology components operated by the Supplier or its Sub‐Contractors (where applicable); 15.7.6 16.7.6 details of contracts (if any) which will be available for transfer to DFID and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 16.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 16.7.8 proposals for providing DFID or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 16.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 16.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐Contractor); 15.7.11 16.7.11 proposals for the disposal of any redundant Services and materials;

Exit Management. 15.1 16.1 On reasonable notice at any point during the Term, or the Term of any Call Down Contract, the Supplier shall provide to DFID FCDO and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID FCDO of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 16.1.1 details of the Service(s); 15.1.2 16.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 16.1.3 an inventory of DFID FCDO Data in the Supplier's possession or control; 15.1.4 16.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 16.1.5 a list of on‐going on-going and/or threatened disputes in relation to the provision of the Services; 15.1.6 16.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ required to be provided by the Supplier under this Agreement and/or any Call Down Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 16.1.7 such other material and information as DFID FCDO shall reasonably require, (together, the “Exit Information”). 15.2 16.2 The Supplier acknowledges that DFID FCDO may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID FCDO is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID FCDO may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐ContractorsSub-Contractors’ prices or costs). 15.3 16.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 16.3.1 the provision of the Services; and/or 15.3.2 16.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 16.3.3 any re‐tender re-tender exercise by ▇▇▇▇FCDO, then the Supplier shall notify DfID FCDO within a reasonable period of time and consult and shall consult with DFID FCDO regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested as-requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFIDFCDO. 15.4 16.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 16.4.1 prepare an informed offer for those Services; and 15.4.2 16.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 16.5 The Supplier shall, within three (3) months after the Commencement Date, deliver to DFID FCDO an Exit Plan which: 15.5.1 16.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID FCDO and/or its Replacement Supplier on the expiry or termination of this Agreement and/or any Call Down Contract; 15.5.2 16.5.2 complies with the requirements set out in Clause 15.7 16.7 below; 15.5.3 16.5.3 is otherwise reasonably satisfactory to DFIDFCDO. 15.6 16.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 16.7 Unless otherwise specified by DFIDFCDO, the Exit Plan shall set out, as a minimum: 15.7.1 16.7.1 how the Exit Information is obtained; 15.7.2 16.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 16.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 16.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 16.7.5 how the Services will transfer to the Replacement Supplier and/or DFIDFCDO, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFIDFCDO's technology components from any technology components operated by the Supplier or its Sub‐Contractors Sub-Contractors (where applicable); 15.7.6 16.7.6 details of contracts Contracts (if any) which will be available for transfer to DFID FCDO and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts Contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 16.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 16.7.8 proposals for providing DFID FCDO or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 16.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 16.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐ContractorSub-Contractor); 15.7.11 16.7.11 proposals for the disposal of any redundant Services and materials;

Exit Management. 15.1 16.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID the Authority and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID the Authority of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 16.1.1 details of the Service(s); 15.1.2 16.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 16.1.3 an inventory of DFID the Authority Data in the Supplier's possession or control; 15.1.4 16.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 16.1.5 a list of on‐going on-going and/or threatened disputes in relation to the provision of the Services; 15.1.6 16.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ required to be provided by the Supplier under any Call-Off Contract pursuant to this Contract Framework Agreement, such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 16.1.7 such other material and information as DFID the Authority shall reasonably require, ; (together, the “Exit Information”). 15.2 16.2 The Supplier acknowledges that DFID the Authority may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID the Authority is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID the Authority may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐ContractorsSub-Contractors’ prices or costs). 15.3 16.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 16.3.1 the provision of the Services; and/or 15.3.2 16.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 16.3.3 any re‐tender re-tender exercise by ▇▇▇▇the Authority, then the Supplier shall notify DfID the Authority within a reasonable period of time and consult and shall consult with DFID the Authority regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested as-requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFIDthe Authority. 15.4 16.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 16.4.1 prepare an informed offer for those Services; and 15.4.2 16.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 16.5 The Supplier shall, within three (3) months after the Commencement Date, deliver to DFID the Authority an Exit Plan which: 15.5.1 16.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID the Authority and/or its Replacement Supplier on the expiry or termination of this a Call-Off Contract; 15.5.2 16.5.2 complies with the requirements set out in Clause 15.7 16.7 below; 15.5.3 16.5.3 is otherwise reasonably satisfactory to DFIDthe Authority. 15.6 16.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 16.7 Unless otherwise specified by DFIDthe Authority, the Exit Plan shall set out, as a minimum: 15.7.1 16.7.1 how the Exit Information is obtained; 15.7.2 16.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 16.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 16.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 16.7.5 how the Services will transfer to the Replacement Supplier and/or DFIDthe Authority, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFIDthe Authority's technology components from any technology components operated by the Supplier or its Sub‐Contractors Sub-Contractors (where applicable); 15.7.6 16.7.6 details of contracts (if any) which will be available for transfer to DFID the Authority and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 16.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 16.7.8 proposals for providing DFID the Authority or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 16.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 16.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐ContractorSub-Contractor); 15.7.11 16.7.11 proposals for the disposal of any redundant Services and materials;

Exit Management. 15.1 16.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID FCDO and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID FCDO of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 16.1.1 details of the Service(s); 15.1.2 16.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 16.1.3 an inventory of DFID FCDO Data in the Supplier's possession or control; 15.1.4 16.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 16.1.5 a list of on‐going and/or threatened disputes in relation to the provision of the Services; 15.1.6 16.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ Employees required to be provided by the Supplier under this Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 16.1.7 such other material and information as DFID FCDO shall reasonably require, (together, the “Exit Information”). 15.2 16.2 The Supplier acknowledges that DFID FCDO may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID FCDO is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID FCDO may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐Contractors’ prices or costs). 15.3 16.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 16.3.1 the provision of the Services; and/or 15.3.2 16.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 16.3.3 any re‐tender exercise by ▇▇▇▇FCDO, then the Supplier shall notify DfID FCDO within a reasonable period of time and consult and shall consult with DFID FCDO regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFIDFCDO. 15.4 16.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 16.4.1 prepare an informed offer for those Services; and 15.4.2 16.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 16.5 The Supplier shall, within three (3) months after the Commencement Date, deliver to DFID FCDO an Exit Plan which: 15.5.1 16.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID FCDO and/or its Replacement Supplier on the expiry or termination of this Contract; 15.5.2 16.5.2 complies with the requirements set out in Clause 15.7 16.7 below; 15.5.3 16.5.3 is otherwise reasonably satisfactory to DFIDFCDO. 15.6 16.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 16.7 Unless otherwise specified by DFIDFCDO, the Exit Plan shall set out, as a minimum: 15.7.1 16.7.1 how the Exit Information is obtained; 15.7.2 16.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 16.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 16.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 16.7.5 how the Services will transfer to the Replacement Supplier and/or DFIDFCDO, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFIDFCDO's technology components from any technology components operated by the Supplier or its Sub‐Contractors (where applicable); 15.7.6 16.7.6 details of contracts (if any) which will be available for transfer to DFID FCDO and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 16.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 16.7.8 proposals for providing DFID FCDO or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 16.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 16.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐Contractor); 15.7.11 16.7.11 proposals for the disposal of any redundant Services and materials;

Exit Management. 15.1 16.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 16.1.1 details of the Service(s); 15.1.2 16.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 16.1.3 an inventory of DFID Data in the Supplier's possession or control; 15.1.4 16.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 16.1.5 a list of on‐going and/or threatened disputes in relation to the provision of the Services; 15.1.6 16.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ Employees required to be provided by the Supplier under this Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 16.1.7 such other material and information as DFID shall reasonably require, (together, the “Exit Information”). 15.2 16.2 The Supplier acknowledges that DFID may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐Contractors’ prices or costs). 15.3 16.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 16.3.1 the provision of the Services; and/or 15.3.2 16.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 16.3.3 any re‐tender exercise by ▇▇▇▇, then the Supplier shall notify DfID within a reasonable period of time and consult and shall consult with DFID regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFID. 15.4 16.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 16.4.1 prepare an informed offer for those Services; and 15.4.2 16.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 The 16.5 fThe Supplier shall, within three (3) months after the Commencement Date, deliver to DFID an Exit Plan which: 15.5.1 16.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID and/or its Replacement Supplier on the expiry or termination of this Contract; 15.5.2 16.5.2 complies with the requirements set out in Clause 15.7 16.7 below; 15.5.3 16.5.3 is otherwise reasonably satisfactory to DFID. 15.6 16.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 16.7 Unless otherwise specified by DFID, the Exit Plan shall set out, as a minimum: 15.7.1 16.7.1 how the Exit Information is obtained; 15.7.2 16.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 16.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 16.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 16.7.5 how the Services will transfer to the Replacement Supplier and/or DFID, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFID's technology components from any technology components operated by the Supplier or its Sub‐Contractors (where applicable); 15.7.6 16.7.6 details of contracts (if any) which will be available for transfer to DFID and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 16.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 16.7.8 proposals for providing DFID or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 16.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 16.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐Contractor); 15.7.11 16.7.11 proposals for the disposal of any redundant Services and materials;

Exit Management. 15.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence: 15.1.1 details of the Service(s); 15.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers; 15.1.3 an inventory of DFID Data in the Supplier's possession or control; 15.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation; 15.1.5 a list of on‐going on-going and/or threatened disputes in relation to the provision of the Services; 15.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ required to be provided by the Supplier under this Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and 15.1.7 such other material and information as DFID shall reasonably require, (together, the “Exit Information”). 15.2 The Supplier acknowledges that DFID may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐ContractorsSub-Contractors’ prices or costs). 15.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect: 15.3.1 the provision of the Services; and/or 15.3.2 the delivery of the exit services/exit plan; and/or 15.3.3 any re‐tender re-tender exercise by ▇▇▇▇DfID, then the Supplier shall notify DfID within a reasonable period of time and consult and shall consult with DFID regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested as-requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFID. 15.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shall be such as would be reasonably necessary to enable a third party to: 15.4.1 prepare an informed offer for those Services; and 15.4.2 not be disadvantaged in any subsequent procurement process compared to the Supplier (if the Supplier is invited to participate). 15.5 The Supplier shall, within three (3) months after the Commencement Date, deliver to DFID an Exit Plan which: 15.5.1 sets out the Supplier's proposed methodology for achieving an orderly transition of the Services from the Supplier to DFID and/or its Replacement Supplier on the expiry or termination of this Contract; 15.5.2 complies with the requirements set out in Clause 15.7 below; 15.5.3 is otherwise reasonably satisfactory to DFID. 15.6 The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. 15.7 Unless otherwise specified by DFID, the Exit Plan shall set out, as a minimum: 15.7.1 how the Exit Information is obtained; 15.7.2 the management structure to be employed during both transfer and cessation of the Services; 15.7.3 the management structure to be employed whilst carrying out the activities to be performed by the Supplier as identified in the Exit Plan; 15.7.4 a detailed description of both the transfer and cessation processes, including a timetable; 15.7.5 how the Services will transfer to the Replacement Supplier and/or DFID, including details of the processes, documentation, data transfer, systems migration, security and the segregation of DFID's technology components from any technology components operated by the Supplier or its Sub‐Contractors Sub-Contractors (where applicable); 15.7.6 details of contracts (if any) which will be available for transfer to DFID and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Services will be available for such transfer); 15.7.7 proposals for the training of key personnel of the Replacement Supplier in connection with the continuation of the provision of the Services following the Expiry Date charged at rates agreed between the Parties at that time; 15.7.8 proposals for providing DFID or a Replacement Supplier copies of all documentation: (a) used in the provision of the Services and necessarily required for the continued use of the Replacement Services, in which the Intellectual Property Rights are owned by the Supplier; and (b) relating to the use and operation of the Services; 15.7.9 proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Services; 15.7.10 proposals for the identification and return of all Equipment in the possession of and/or control of the Supplier or any third party (including any Sub‐ContractorSub-Contractor); 15.7.11 proposals for the disposal of any redundant Services and materials;