CLAUSE 43.1(A),
IT WILL NOT BE OBLIGED TO GIVE THE CONTRACTOR ANY REASONS OR JUSTIFICATION FOR
DOING SO.
158
43.2
COMPENSATION
If the Principal exercises its rights under clause 43.1, it must:
(A)
PAY THE CONTRACTOR, WITHIN [**] OF TERMINATION OF THIS
AGREEMENT THE AMOUNTS DETERMINED IN ACCORDANCE WITH SCHEDULE 18 (BUT WILL NOT BE
LIABLE FOR ANY OTHER COSTS, LOSSES, EXPENSES, LIABILITIES, PAYMENTS, OUTGOINGS
OR DAMAGES SUFFERED OR INCURRED BY THE CONTRACTOR AS A RESULT OF SUCH
TERMINATION); AND
(B)
RETURN TO THE CONTRACTOR THE SECURITY BONDS HELD BY IT IN
ACCORDANCE WITH CLAUSE 34.
44.
EXPIRATION OF AGREEMENT AND HANDOVER
44.1
TERMINATION PRIOR TO SOLUTION COMPLETION DATE
(A)
IF THIS AGREEMENT IS TERMINATED PRIOR TO THE SOLUTION
COMPLETION DATE, THE CONTRACTOR MUST:
(I)
FROM THE DATE THE CONTRACTOR RECEIVES A NOTICE UNDER
CLAUSE 42 OR 43 (AS APPLICABLE) UNTIL THE EXPIRY OF THE PERIOD OF NOTICE GIVEN
IN THAT NOTICE, DO ALL THINGS REQUESTED BY THE PRINCIPAL AND CO-OPERATE WITH THE
PRINCIPAL OR ANY THIRD PARTY ENGAGED OR EMPLOYED BY THE PRINCIPAL TO CARRY OUT
THE WORK; AND
(II)
IF REQUESTED BY THE PRINCIPAL, AND IN THE CASE OF PARAGRAPH
D. SUBJECT TO CLAUSE 30.6, HAND OVER TO THE PRINCIPAL'S REPRESENTATIVE ALL
DOCUMENTATION AND MATERIAL NECESSARY TO ENABLE THE PRINCIPAL OR A THIRD PARTY TO
UNDERTAKE THE WORK INCLUDING ANY OF THE FOLLOWING WHICH HAVE NOT ALREADY BEEN
PROVIDED TO THE PRINCIPAL IN THEIR CURRENT FORM:
A.
BOOKS OF ACCOUNT AND ALL OTHER RECORDS RELATING TO THE
PROJECT;
B.
ELECTRONIC AND HARD COPY VERSIONS OF THE SOLUTION
DOCUMENTATION;
C.
THE MOST RECENT VERSIONS OF ANY DESIGN DOCUMENTS;
D.
ALL SOFTWARE AND DEVICES RELATING TO THE PROJECT, WHICH WERE
UTILISED OR INTENDED TO BE UTILISED IN THE SOLUTION OR TO PROVIDE THE INITIAL
SERVICES AND THE CORE SERVICES (BUT EXCLUDING INFRASTRUCTURE USED IN THE
PROVISION OF THE INITIAL SERVICES OR CORE SERVICES, TO THE EXTENT THAT IT IS
INFRASTRUCTURE OF AN ENTITY OTHER THAN THE CONTRACTOR WHICH IS ALSO USED BY THAT
ENTITY TO PROVIDE A MATERIAL LEVEL OF SERVICES NOT RELATED TO THE INITIAL
SERVICES OR CORE SERVICES AND WHICH THE CONTRACTOR, USING REASONABLE ENDEAVOURS,
IS NOT ABLE TO TRANSFER).
(B)
FOR THE PURPOSES OF CLAUSE 44.1(A) DOCUMENTATION MUST BE
CURRENT AT THE TIME OF DELIVERY AND REFLECT CURRENT BUSINESS AND OTHER
PROCESSES.
(C)
FOR THE AVOIDANCE OF DOUBT, CLAUSE 44.1(A)(II)D IS SUBJECT
TO THE RIGHTS AND OBLIGATIONS OF THE PRINCIPAL AND THE CONTRACTOR AS SET OUT IN
CLAUSE 30.6.
159
44.2
EXPIRATION
(A)
THIS AGREEMENT SHALL COMMENCE ON THE DATE OF THIS AGREEMENT
AND SHALL, UNLESS EARLIER TERMINATED OR EXTENDED IN ACCORDANCE WITH THIS
AGREEMENT, EXPIRE ON THE LAST DAY OF THE TERM.
(B)
THE CONTRACTOR MUST ENSURE THAT THE SOLUTION IS IN A STATE
OF GOOD REPAIR UPON EXPIRATION OF THE TERM, AND THAT ALL OVERHAULS, REPAIRS AND
RETROFITS OF DEVICES, FACILITIES AND OTHER MATERIALS FORMING PART OF THE
SOLUTION ARE COMPLETED (AT THE CONTRACTOR'S EXPENSE) AT LEAST 6 MONTHS PRIOR TO
THE EXPIRATION