8.  STEP-IN RIGHTS

8.1.  The Sub-Contractor warrants to the Beneficiary that it shall not terminate nor treat as terminated its employment under the Sub-Contract without first giving to the Beneficiary not less than 28 days' prior notice of the Sub-Contractor's intention to do so, specifying the grounds for so doing.

8.2.  If the Beneficiary serves on the Sub-Contractor a notice in accordance with clause 8.3, the Sub-Contractor shall not terminate nor treat as terminated its employment under the Sub-Contract but service of such notice shall not prejudice any other right or remedy the Sub-Contractor may have under or in connection with the Sub-Contract.

8.3.  Unless the employment of the Sub-Contractor under the Sub-Contract shall have terminated previously (and whether or not the Sub-Contractor shall have served notice on the Beneficiary pursuant to clause 8.1) if the Beneficiary serves upon the Sub-Contractor a notice to do so, the Sub-Contractor shall thereafter accept the instructions of the Beneficiary or its appointee to the exclusion of the Service Provider under and in connection with the Sub-Contract.

8.4.  As against the Service Provider and the Beneficiary the Sub-Contractor shall be entitled and obliged to rely upon and to comply with such notice served by the Beneficiary under clause 8.3 and shall not make any enquiry into the entitlement of the Beneficiary as against the Service Provider to serve such notice.

8.5.  As from the date of service of notice under clause 8.3, the Beneficiary or its appointee shall assume all the rights and perform all the obligations of the Service Provider under the Sub-Contract, provided that this shall not affect or derogate from any right of action the Service Provider may have against the Sub-Contractor in respect of any breach of duty of the Sub-Contractor under or in connection with the Sub-Contract happening prior to the date of service of notice by the Beneficiary under clause 8.3.

8.6.  Within 21 days after serving notice under clause 8.3 or clause 8.9 the Beneficiary shall pay to the Sub-Contractor an amount equal to the sum then owing to the Sub-Contractor under the Sub-Contract for the Sub-Contractor's services.

8.7.  If the employment of the Sub-Contractor under the Sub-Contract is terminated before service of any notice under clause 8.3, then if required to do so by notice served by the Beneficiary not later than 12 weeks after the date of such termination, the Sub-Contractor shall enter into a new contract with the Beneficiary or its appointee for the performance of the sub-contracted services on the same terms as the Sub-Contract but with such revisions as the Beneficiary shall reasonably require to reflect the altered circumstances.  Forthwith upon the execution of such new contract, the Beneficiary shall pay to the Sub-Contractor an amount equal to the sum which, immediately before termination of the Sub-Contractor's employment, was owing to the Sub-Contractor by the Service Provider under the Sub-Contract in respect of the sub-contracted services delivered and which remains unpaid.

8.8.  Upon payment by the Beneficiary in accordance with clause 8.6 or 8.7 of an amount equal to the relevant sum owing from the Service Provider, the Sub-Contractor shall assign to the Beneficiary all the Sub-Contractor's rights against the Service Provider in respect of such unpaid sum, and shall pay to the Beneficiary any of the same subsequently received by it from the Service Provider.

8.9.  The Sub-Contractor further covenants with the Beneficiary that if the Agreement is terminated by the Beneficiary, the Sub-Contractor, if requested by the Beneficiary by notice in writing and subject to clause 8.6, will accept the instructions of the Beneficiary or its appointee to the exclusion of the Service Provider in respect of the sub-contracted services upon the terms and conditions of the Sub-Contract and will if so requested enter into a novation agreement whereby the Beneficiary is substituted for the Service Provider under the Sub-Contract.

8.10.  The Beneficiary guarantees to the Sub-Contractor the performance of the obligations of any appointee of the Beneficiary nominated under clause 8.3 or 8.7 or 8.9.

8.11.  Where the Sub-Contractor has given rights in relation to the Sub-Contract similar to those contained in this clause 8 to any other person then if both the Beneficiary and any such other person serve notice under clause 8.3 or clause 8.7 or clause 8.9 or its equivalent the notice served by the Beneficiary will prevail over any notice served by any other person.

8.12.  The Service Provider agrees to the foregoing provisions of this clause 8 and agrees to be bound by them.