29.2.  Assets

29.2.1.  If at any time during the Contract Period the Service Provider or its Sub-Contractors shall acquire Assets, the parties shall agree whether the assets shall be Exclusive Assets or Shared Assets and a description of the Assets shall then be added to the relevant part of the Rolling Inventory.  The Service Provider shall not change the categorisation of any Exclusive Assets or Shared Assets without the prior written consent of the Authority.  The Service Provider shall be permitted to use Shared Assets to provide services similar to the Services to other organisations provided that:

a)  such use shall not adversely affect the Services; and

b)  the Service Provider notifies the Authority in writing prior to the commencement of such use.

29.2.2.  The Service Provider shall promptly indemnify the Authority against all damages to any item of Authority equipment caused by a failure or defect in the Service Provider's assets or equipment (including any hardware) or by the acts or omission of the Service Provider or the Service Provider Related Parties.  

29.2.3.  In the event of termination or expiry of this Agreement the Authority shall have the option exercisable within [three (3)] months of termination or expiry] to:

a)  purchase from the Service Provider at their Net Book Value any of the Exclusive Assets, unless:

i)  the cost of any such Exclusive Assets has been fully paid for through the Payment or otherwise amortised at the time of expiry or termination of this Agreement; or

ii)  any such Exclusive Assets were transferred to the Service Provider in the Asset Transfer Agreement at no cost,

and in which case the Exclusive Assets shall be transferred to the Authority free of charge; and

b)  receive a non-exclusive licence on reasonable commercial terms and at a reasonable commercial rental for the non-exclusive use of the Shared Assets.

29.2.4.  If the Authority exercises its option to purchase the Exclusive Assets (or any of them), the Service Provider shall yield up the Exclusive Assets to the Authority in accordance with its obligations contained in this Agreement and shall execute such instruments as are necessary to transfer its rights, title and interest in and to the Exclusive Assets to the Authority.