4 Market Testing Proposal

4.1 Notwithstanding any failure of the parties to agree any matter referred to in paragraph 2.1, the Service Provider shall prepare and deliver to the Authority no later than ten (10) months before the relevant Market Testing Date a draft proposal for the Market Testing (the Draft Proposal) describing in detail the Service Provider's proposals for the Market Testing of each Market Tested Service. The Market Testing Proposal shall describe all of the matters referred to in, and agreed pursuant to, paragraph 2.1 (Market Testing Programme) and, if appropriate, the form of contract which the Preferred Tenderer will be required to accept.

4.2 The Service Provider shall procure that, in respect of any Market Testing, the existing Services Contractor conducts its business and provides information for inclusion in the Tender Requirements to allow:

(a) the consequences of the Transfer Regulations or compliance with the requirements relating to employees referred to in paragraph 2.1(e) (Market Testing Proposal) above on any change of Service Provider to be assessed; and

(b) so far as practicable, the cost of such change to the Authority to be minimised.

4.3 If the Service Provider and the Authority are unable to agree on any matter relating to the Draft Proposal within ♦ Business Days of the Authority's receipt of the Draft Proposal, either party may refer the matter for resolution in accordance with the Dispute Resolution Procedure.

4.4 It shall be a principle of the Market Testing Proposal that, unless otherwise agreed by the parties, the allocation of risk to the Preferred Tenderer, if appointed to act as a Services Contractor, shall not be materially greater than such allocation to the Services Contractor whom the Preferred Tenderer is to replace.

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4 Authority to amend as appropriate to include reference to any other relevant items (such as performance standards etc) on a project specific basis.