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 UNREASONABLY WITHHOLD CONSENT TO THE
CONTRACTOR ENTERING INTO SUCH IT CONTRACT WHERE THE CONTRACTOR IS ABLE TO
DEMONSTRATE TO THE AUTHORITY'S REASONABLE SATISFACTION THAT THE PROPOSED
COUNTERPARTY THERETO WILL NOT AGREE TO SUCH TRANSFERABILITY ON COMMERCIALLY
REASONABLE TERMS, AND THERE IS NO ACCEPTABLE ALTERNATIVE TO SUCH COUNTERPARTY.
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PART 10: CONFIDENTIALITY, SECURITY AND COMPLIANCE WITH LAW
10.1
Confidential Information
10.1.1
SUBJECT TO CLAUSES 10.3 TO 10.9 BELOW, EACH PARTY SHALL HOLD
IN CONFIDENCE ALL DOCUMENTS, MATERIALS AND OTHER INFORMATION, WHETHER TECHNICAL
OR COMMERCIAL, SUPPLIED BY OR ON BEHALF OF THE OTHER PARTIES (INCLUDING ALL
DOCUMENTS AND INFORMATION SUPPLIED IN THE COURSE OF PROCEEDINGS UNDER PART 13
(DISPUTE MANAGEMENT) OR THE RULES OF ANY OTHER DISPUTE RESOLUTION PROCEDURE TO
WHICH A DISPUTE IS REFERRED IN ACCORDANCE WITH THIS CONTRACT) AND ALL DOCUMENTS,
MATERIALS AND OTHER INFORMATION