58.5 Transitional Arrangements

On the termination of this Agreement for any reason, for a reasonable period both before and after any such termination, the Service Provider shall have the following duties:

(a) the Service Provider shall co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services (the Substitute Services) in order to achieve a smooth transfer of the manner in which the Authority obtains the Substitute Services and to avoid, or mitigate in so far as reasonably practicable, any inconvenience or any risk to the health and safety of the employees of the Authority and Service Users;

(b) the Service Provider shall as soon as practicable remove from the Site all property not acquired by the Authority pursuant to clause 58.4 (or not belonging to the Authority or any Authority Party) and if it has not done so within forty (40) Business Days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and shall hold any proceeds less all costs incurred to the credit of the Service Provider;

(i) any keys to the Facilities; and

(ii) without prejudice to clause 63 (Intellectual Property), any copyright licences for any computer programmes (or licences to use the same) necessary for the operation of the Facilities (but excluding computer programmes, which have been developed or acquired by a Service Provider for its own use and not solely for the purposes of provision of any of the Services at the Facilities or the assignment or transfer of which is otherwise restricted); and

(d) the Service Provider shall as soon as practicable vacate the Site and [(without prejudice to Schedule 24 (Handback Procedure))]56 shall leave the Site and the Facilities in a safe, clean and orderly condition.

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56 Handback procedure is relevant on a project specific basis.