OR ALTERATION TO THE CONTRACTOR'S PROPOSED
METHOD OF TRANSFER AND THE CONTRACTOR MUST COMPLY WITH SUCH MODIFICATION OR
ALTERATION UNLESS IT IS MANIFESTLY UNREASONABLE TO DO SO.
(H)
THE CONTRACTOR MUST PROVIDE FULL COOPERATION TO THE
PRINCIPAL IN RELATION TO ANY TRANSFER, OR FACILITATION OF THE TRANSFER,
INCLUDING IN RELATION TO ANY TENDER PROCESS THE PRINCIPAL CARRIES OUT FOR THE
PROCUREMENT OF A THIRD PARTY TO OPERATE THE SOLUTION OR PROVIDE ANY OF THE
INITIAL SERVICES AND THE CORE SERVICES OR BOTH, INCLUDING CARRYING OUT ALL ACTS
REASONABLY REQUESTED BY THE PRINCIPAL IN RELATION TO ANY TRANSFER IN AN
EFFICIENT, TIMELY AND PROFESSIONAL MANNER.
44.4
MAINTENANCE OF WORKFORCE
(A)
THE CONTRACTOR MUST MAINTAIN A FULL AND ADEQUATE WORKFORCE
ON THE PROJECT UNTIL THE LAST DAY OF THE TERM, INCLUDING THOSE PERSONNEL
NOMINATED BY THE PRINCIPAL TO WORK WITH THE PRINCIPAL OR A NEW CONTRACTOR.
(B)
THE CONTRACTOR MUST ENSURE THAT PRIOR TO EXPIRATION OR THE
EARLIER TERMINATION OF THIS AGREEMENT THE KEY PERSONNEL SET OUT IN SCHEDULE 2
CO-OPERATE WITH ANY INCOMING CONTRACTOR TO ENSURE A SMOOTH TRANSITION.
(C)
THE CONTRACTOR MUST MAKE THE KEY PERSONNEL SET OUT IN
SCHEDULE 2 AVAILABLE TO PERFORM WORK REASONABLY REQUESTED BY THE PRINCIPAL IN
RELATION TO THE SOLUTION OR THE INITIAL SERVICES AND THE CORE SERVICES FOR 12
MONTHS AFTER THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
THE
PRINCIPAL MUST PAY THE CONTRACTOR FOR THE WORK REQUESTED BY THE PRINCIPAL UNDER
THIS CLAUSE ITS COSTS, BASED ON TIME SPENT AND MATERIALS USED, AT THE RATES FOR
EACH WHICH ARE SET OUT IN SCHEDULE 7.
(D)
DURING THE TERM, AND FOR A PERIOD OF 12 MONTHS AFTER THE
EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT (OTHER THAN TERMINATION FOR
AN EVENT OF DEFAULT), THE PRINCIPAL WILL NOT DIRECTLY SOLICIT THE EMPLOYMENT OF
ANY OF THE EMPLOYEES OF THE CONTRACTOR INVOLVED IN THE PROVISION OF THE INITIAL
SERVICES AND THE CORE SERVICES, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
CONTRACTOR.
SUCH CONSENT WILL NOT BE REQUIRED WHERE ANY SUCH EMPLOYEE MAKES AN
APPROACH OR OFFER TO THE PRINCIPAL FOR EMPLOYMENT BY THE PRINCIPAL WHICH HAS NOT
BEEN SOLICITED BY THE PRINCIPAL.
(E)
IF THE PRINCIPAL DOES NOT OBTAIN THE CONSENT OF THE
CONTRACTOR WHERE REQUIRED TO DO SO UNDER CLAUSE 44.4(D), THE PRINCIPAL WILL BE
LIABLE TO PAY TO THE CONTRACTOR, FOR EACH EMPLOYEE IT EMPLOYS WITHOUT THE
REQUIRED CONSENT, AN AMOUNT EQUAL TO [**]% OF THE ANNUAL GROSS SALARY OF THE
EMPLOYEE FOR THE LAST 12 MONTHS OF EMPLOYMENT WITH THE CONTRACTOR BY WAY OF
LIQUIDATED DAMAGES, AND THIS WILL BE THE SOLE AND EXCLUSIVE REMEDY OF THE
CONTRACTOR IN RELATION TO THAT FAILURE TO OBTAIN CONSENT.
(F)
NOTWITHSTANDING CLAUSE 44.4(D), BUT SUBJECT TO THE RIGHTS OF
THE CONTRACTOR TO LIQUIDATED DAMAGES UNDER CLAUSE 44.4(E) THE CONTRACTOR WILL
NOT PROHIBIT OR PREVENT ITS FORMER STAFF FROM EMPLOYMENT BY THE PRINCIPAL OR ANY
THIRD PARTY TAKING OVER OPERATION OF THE SOLUTION, OR OPERATION OF A SYSTEM TO
REPLACE THE SOLUTION OR PROVISION OF THE