2 OF THE
INFORMATION TECHNOLOGY (DEPOSIT SOURCE CODE), THE CONTRACTOR SHALL ADHERE TO
GOOD INDUSTRY PRACTICE IN RELATION TO THE DEPOSIT IN ESCROW OF THE SOURCE CODE
OF SOFTWARE PACKAGES COMPRISED IN THE SITE IT SYSTEMS, HAVING REGARD TO THE
MATERIALITY AND CRITICALITY OF THE SOFTWARE CONCERNED AND THE EASE WITH WHICH
THE SAME COULD BE REPLACED AND, WITHOUT PREJUDICE TO THE GENERALITY OF THE
FOREGOING, THE CONTRACTOR SHALL IF SO REQUESTED IN WRITING BY THE AUTHORITY IN
RESPECT OF ONE OR MORE SUCH SOFTWARE PACKAGES TO ENSURE THAT THE SOURCE CODE
THEREOF IS
153
DEPOSITED IN ESCROW WITH THE ESCROW AGENT FOR THE BENEFIT OF THE CONTRACTOR AND
THE AUTHORITY ON THE ESCROW TERMS. THE CONTRACTOR SHALL MAINTAIN A REGISTER OF
THE SOFTWARE PACKAGES DEPOSITED IN ESCROW.
9.6.2
THE CONTRACTOR SHALL ENSURE THAT ANY DEPOSIT MADE
IN ACCORDANCE WITH CLAUSE 9.6.1 IS AT ALL TIMES COMPLETE AND UP TO DATE SUCH
THAT IT ACCURATELY REFLECTS THE RELEVANT SOFTWARE AS THE SAME IS INSTALLED AND
USED BY THE CONTRACTOR FROM TIME TO TIME.
9.7
Release of Source Code
In the event that any Source Code deposited pursuant to Clause 9.6 is released
in accordance with the applicable escrow terms, the Contractor shall ensure that
the licence referred to in Clause 8.7 (Third Party IP) shall include all IP
subsisting in such Source Code.
9.8
Data Interfaces
The Contractor shall at all times maintain, and shall produce to the Authority
upon request complete descriptions in such format as the Authority reasonably
requires of all interfaces through which data relating to the Sites is
transmitted or received as between the Contractor and any Third Party and/or as
between the Site IT Systems located on the Sites and any other IT Systems, and
of the nature of the data so transmitted, such descriptions to include full
definition of the relevant interfaces and the format in which such data is
transmitted. During the first six months following the Commencement Date, the
Contractor's obligation under this Clause 9.8 shall be an obligation to use
reasonable endeavours to maintain and produce such descriptions.
9.9
Transferability of Contracts
9.9.1
THE CONTRACTOR SHALL AT ALL TIMES ENSURE THAT, SAVE
TO THE EXTENT OTHERWISE AGREED IN WRITING BY THE AUTHORITY, EACH IT CONTRACT
ENTERED INTO ON OR AFTER THE COMMENCEMENT DATE SHALL PROVIDE THAT THE RIGHTS AND
OBLIGATIONS (IF ANY) OF THE CONTRACTOR THEREUNDER WHICH RELATE TO THE
PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THIS CONTRACT ARE CAPABLE OF
BEING SEPARATELY TRANSFERRED TO THE AUTHORITY OR ITS NOMINEE WITHOUT THE CONSENT
OF ANY COUNTERPARTY TO SUCH IT CONTRACT OR OTHER THIRD PARTY AND WITHOUT
INCURRING ANY PAYMENT OBLIGATION OR OTHER ADDITIONAL LIABILITY UNDER SUCH IT
CONTRACT.
9.9.2
WHERE, HAVING USED ALL REASONABLE ENDEAVOURS TO DO
SO, THE CONTRACTOR IS UNABLE TO PROCURE THE TRANSFERABILITY OF ANY IT CONTRACT
REFERRED TO IN CLAUSE 9.9.1, THE CONTRACTOR SHALL CONSULT WITH THE AUTHORITY AND
GIVE THE AUTHORITY SUCH INFORMATION IN RELATION THERETO AS THE AUTHORITY
REASONABLY REQUESTS. THE AUTHORITY WILL NOT