80.5  Duty to Co-operate

During the final six (6) Months of the Contract Period (where this expires by effluxion of time) or during the period from Service of any Termination Notice until the Termination Date of this Contract, and in either case for a reasonable period thereafter, the Contractor shall co-operate fully with the transfer of responsibility for the Service (or any part of the Service) to the Authority or any New Contractor of such services the same or similar to the Service, and for the purposes of this Clause 80.5 the meaning of the term "co-operate" shall include:

80.5.1  liaising with the Authority and/or any New Contractor, and providing reasonable assistance and advice concerning the Service and their transfer to the Authority or to such New Contractor;

80.5.2  allowing any New Contractor access (at reasonable times and on reasonable notice) to the Facility but not so as to interfere with or impede the provision of the Service;

80.5.3  (without prejudice to the obligations of the Contractor pursuant to Clause 28 (Operating Manuals)) providing to the Authority and/or to any New Contractor all and any information concerning the Site(s), the Works and the Services which is reasonably required for the efficient transfer of responsibility for performance of the Project but, for the avoidance of doubt, information which is commercially sensitive to the Contractor or a Sub-Contractor shall not be provided (and for the purposes of this Clause 80.5 (Duty to Co-operate), commercially sensitive shall mean information which would if disclosed to a competitor of the Contractor or a Sub-Contractor give that competitor a competitive advantage over the Contractor or a Sub-Contractor and thereby prejudice the business of the Contractor or a Sub-Contractor but shall, to avoid doubt, not include any information referred to in paragraphs 1 and 2 of Schedule 20 (Employment and Pensions); and

80.5.4  transferring its rights, title and interest in and to the Assets [(or such part of the Assets as may be required by the Authority)] to the New Contractor with effect on and from the Termination Date or the Expiry Date.