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

Transfer of Responsibility on Expiry or Termination. 21.1 The Parties agree that if upon termination of this Agreement or any part of the delivery of the Provision, circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 21.2 The Parties agree that on termination or expiry of this Agreement for any reason, the continuity of the Provision is of paramount importance. The Employer shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Agreement to deal with the effects of such termination or expiry in so far as it is practicable to do so. 21.3 On termination or expiry of this Agreement for any reason the files for Learners who are not the Employer’s employees will become the property of the ESFA. The Employer shall allow the ESFA, its servants or agent to have access to its premises to remove these files or otherwise comply with a request by the ESFA to transfer the files to any third party nominated by the ESFA. 21.4 The Employer shall, at no cost to the ESFA, promptly provide such assistance and comply with such timetable as the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibility for the Provision (or its equivalent) upon the expiry or other termination of this Agreement. The Employer shall use all reasonable endeavours to ensure that its employees and its sub-contractors are under a similar obligation. The Employer shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Agreement. 21.5 Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Employer or its sub-contractors, which relate to performance, monitoring, management and reporting of the Provision including the documents and data, if any, referred to in the Schedules. 21.6 The Employer undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility for the Provision.

Transfer of Responsibility on Expiry or Termination. 21.1 14.1 The Parties agree that if upon termination of this Agreement or any part of the delivery of the Provision, circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 21.2 The Parties agree Contractor acknowledges that on termination or expiry of this Agreement Contract for any reason, the continuity of the Provision Service is of paramount importance. The Employer Contractor shall do its utmost to minimise disruption caused and assist (subject to Learners and to assist payment at the Contractor’s prevailing rates) with the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Agreement Authority to deal with the effects of such termination or expiry in so far as it is reasonably practicable to do so. 21.3 On termination or 14.2 Six months prior to expiry of this Agreement Contract, or following notice of termination for any reason reason, the files Contractor and the Authority shall meet to discuss and agree a plan of actions (including but not limited to those actions set out in Condition 14.3) to be carried out in the event of a transfer of responsibility for Learners who are not the Employer’s employees will become the property of the ESFAServices. The Employer shall allow the ESFA, its servants or agent to have access to its premises to remove these files or otherwise comply with a request by the ESFA to transfer the files to any third party nominated by the ESFA. 21.4 The Employer Contractor shall, at no cost to the ESFA, promptly provide such assistance and comply with such timetable as the ESFA Authority may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Provision (or its equivalent) upon Service in the period immediately before the expiry or other termination of this AgreementContract subject to payment in accordance with Condition 14.4 where such assistance or compliance requires resource additional to the Contractor’s normal operational activities. The Employer Contractor shall use all reasonable endeavours to ensure that its employees and its sub-contractors are under a similar obligation. The Employer Authority shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this AgreementContract. 21.5 Such assistance may include, (14.3 The Contractor shall without limitation) delivery additional charge: 14.3.1 provide TUPE information in relation to the Staff pursuant to Condition 15.10; 14.3.2 provide details including volumes of the records and data held by the Contractor; 14.3.3 provide lists of equipment used by the Contractor in the provision of the Services; 14.3.4 provide a copy of the Authority’s Data to the Authority pursuant to Condition 14.13; 14.3.5 deliver to the Authority documents and data in the possession or control of the Employer Contractor or its sub-contractors, subcontractors which relate to performance, monitoring, management and reporting of the Provision Service, including the documents and data, if any, referred to in Section 5: Administration Instructions, and which the SchedulesContractor are otherwise obliged to disclose under this Contract or otherwise beneficial to orderly transfer. 21.6 The Employer undertakes that it 14.4 With the exception of those activities set out in Condition 14.3, the Contractor shall not knowingly do or omit be entitled to do anything which may adversely affect payment at the ability of the ESFA to ensure an orderly transfer of responsibility for the Provision.Contractor’s (or, as applicable, sub-