9.1 Subject to Clauses 9.3, 9.7, 22.2, 22.6, 23.3 and 23.10, hubco shall have the sole and exclusive right and obligation for a period of ten (10) years from the Commencement Date to provide all of the services which comprise the Ongoing Partnering Services and the Project Development Partnering Services to each of the Participants on the terms and subject to the conditions of this Agreement and in particular subject to the Partnering Services Costs being recoverable only in accordance with Clause 10.2. In respect of the Project Development Partnering Services, such exclusivity relates only to Qualifying Projects.
9.2 Subject to Clauses 9.3, 9.6, 9.7, 23.3 and 23.10 and the provisions of Schedule Part 5 (Approval Process for New Projects), hubco shall have the sole, exclusive right for a period of ten (10) years from the Commencement Date to provide itself or nominate its wholly owned subsidiaries to provide Project Services to each of the Participants in relation to those Qualifying Projects that become Approved Projects within such ten (10) year period and each Participant shall ensure that, subject to the terms of this Agreement, they contract with hubco or such wholly owned subsidiaries nominated by hubco under a Project Agreement for the provision of Project Services in relation to all such Qualifying Projects which become Approved Projects, in each case on the terms and subject to the conditions of this Agreement.
9.3 hubco shall have no right or obligation, but may be requested by any Participant or any two or more Participants jointly, subject to the agreement of appropriate terms and conditions and subject to applicable Law prevailing at the relevant time and applicable procurement rules and guidance, to provide or procure the provision to the Participants (or any of them) of:
9.3.1 Project Services in relation to acute healthcare, hospital facilities or other premises procured or to be procured or occupied by any NHS Participant;
9.3.2 Project Services in relation to premises owned by general practitioners;
9.3.3 Project Services in relation to any premises procured or to be procured, or occupied by any Local Authority Participant other than Qualifying Projects;
9.3.4 Project Services in relation to premises procured or occupied (or to be procured or occupied) under an agreement or arrangement between any two or more Participants (other than Qualifying Projects) or between a Participant and a person who is not a Participant;
9.3.5 Strategic Support Partnering Services;
9.3.6 Ongoing Partnering Services and/or Project Development Partnering Services after the date falling ten (10) years from the Commencement Date;
9.3.7 Project Services in respect of Qualifying Projects which become Approved Projects after the date falling ten (10) years from the Commencement Date; and/or
9.3.8 Project Development Partnering Services in respect of potential New Projects which are not Qualifying Projects.
9.4 All Project Services to be provided to Participants or to any other person(s) pursuant to Clause 9.3 (excluding Clause 9.3.7 to which Clause 6.1 shall apply) shall be provided pursuant to a Project Agreement either:
9.4.1 substantially in the form of the relevant Template Project Agreement completed in accordance with the "IMPORTANT NOTICE" set out on such Template Project Agreement to reflect such amendments as may be required in the circumstances of that particular Project Agreement and as may be agreed between hubco and the Project Agreement Counterparty; or
9.4.2 in the case of an Approved Project for only FM Services, in such form as may be agreed between hubco and the Project Agreement Counterparty.
9.5 The Participants shall work together with each other and with hubco with the aim of ensuring that the Project Services at all of their Facilities are provided under the terms of this Agreement and the Project Agreements.
9.6 Subject to Clauses 9.3, 9.7, 23.3 and 23.10 and the provisions of Schedule Part 5 (Approval Process for New Projects), each of the Participants undertake to hubco, that they shall not enter into any transactions for the provision of Qualifying Projects in the Territory in furtherance of their statutory duties or otherwise, other than pursuant to a Project Agreement entered into pursuant to this Agreement. The undertaking contained in this Clause 9.6 shall cease to be effective and binding on the expiry of ten (10) years from the Commencement Date.
9.7 The exclusivity granted pursuant to Clause 9.1 and/or Clause 9.2 may be suspended in respect of any Participant during any period where hubco has failed the Track Record Test by such Participant serving written notice of such suspension on hubco. Without prejudice to the rights of the Participants under Clauses 23.3 and 23.10, any such suspension shall expire:
9.7.1 following written notice to that effect being served on hubco by the Participant in question, copied to the TPB; or
9.7.2 automatically where hubco passes a subsequent Track Record Test or where Clause 23.12.2(b) applies.
9.8 No breach of Clause 9.1 or Clause 9.2 shall arise as a result of the provision of Partnering Services or Project Services by a third party to any Participant who serves a suspension notice in circumstances where they are entitled to do so under this Agreement, to the extent such services are instructed during such period of suspension.
9.9 Where a suspension of exclusivity by a Participant occurs (whether pursuant to Clause 9.7, Clause 23.3 or Clause 23.10) and hubco has commenced the New Project Approval Process for a New Project for which such Participant is a Relevant Participant but has not obtained a Stage 1 Approval or Stage 2 Approval (as the case may be), then, subject to the terms of Schedule Part 5 (Approval Process for New Projects), hubco shall continue to provide the Project Development Partnering Services comprised within the relevant stage(s) of the New Project Approval Process for such New Project unless and until notice is served pursuant to paragraph 7 of Schedule Part 5 (Approval Process for New Projects) by the relevant Participant in respect of such New Project.