Transitional arrangements

47.7  On the termination of this Agreement for any reason, for a reasonable period both before and after any such termination, Project Co shall have the following duties:

(a)  Project Co shall co-operate fully with the Board and any successor providing to the Board services in the nature of any of the Services [or Interim Services] or any part of the Services [or Interim Services] in order to achieve a smooth transfer of the manner in which the Board obtains services in the nature of the Services [or Interim Services] and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of the employees of the Board and members of the public;

(b)  Project Co shall as soon as practicable remove from the Site all property not acquired by the Board pursuant to Clause 47.4 (or not belonging to the Board or any Board Party) and if it has not done so within forty (40) Business Days after any notice from the Board requiring it to do so the Board may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and shall hold any proceeds less all costs incurred to the credit of Project Co;

(c)  Project Co shall forthwith deliver to the Board's Representative:

(i)  any security passwords, access codes and other keys to the Facilities and the equipment; and

(ii)  without prejudice to Clause 51 (Intellectual Property), any copyright licences for any computer programmes (or licences to use the same) necessary for the operation of the Facilities (but excluding computer programmes, which have been developed or acquired by a Service Provider for its own use and not solely for the purposes of provision of any of the Services at the Facilities or the assignation or transfer of which is otherwise restricted); and

(d)  Project Co shall as soon as practicable vacate the Site and (without prejudice to Part 24 of the Schedule (Handback Procedure)) shall leave the Site and the Facilities in a safe, clean and orderly condition.

47.8  If the Board wishes to conduct a competition prior to the Expiry Date with a view to entering into an agreement for the provision of services (which may or may not be the same as, or similar to, the Services or any of them) following the expiry of this Agreement, Project Co shall co-operate with the Board fully in such competition process including (without limitation) by:

(a)  providing any information which the Board may reasonably require to conduct such competition but, to avoid doubt, information which is commercially sensitive to Project Co shall not be provided (and, for the purpose of this Clause 47.8(a) commercially sensitive shall mean information which would if disclosed to a competitor of Project Co give that competitor a competitive advantage over Project Co and thereby prejudice the business of Project Co but shall, to avoid doubt, exclude any information to be disclosed in terms of Clause 30 (TUPE and Employment matters)); and

(b)  assisting the Board by providing all (or any) participants in such competition process with access to the Site and the Facilities.