29.4  Step-In without Service Provider Breach

If the Service Provider is not in breach of its obligations under this Agreement, then for so long as and to the extent that the Required Action is taken, and this prevents the Service Provider from carrying out the Works and/or providing any part of the Services:

(a)  the Service Provider shall be relieved from its obligations to carry out the Works and/or provide such part of the Services;

(b)  in respect of the period in which the Authority is taking the Required Action and provided that the Service Provider provides the Authority with reasonable assistance (such assistance to be at the expense of the Authority to the extent that incremental costs are incurred), the Service Payment due from the Authority to the Service Provider shall equal the amount the Service Provider would receive if it were satisfying all its obligations and carrying out the Works and/or providing the Services affected by the Required Action in full over that period; and

(c)  the Authority shall undertake the Required Action in accordance with Good Industry Practice [and shall indemnify the Service Provider against all Direct Losses where it fails to do so].12

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12  SOPC4 discusses whether the Authority should given an indemnity in section 29.5.  The recommendation is that such an indemnity should be given.