30.  MAINTENANCE

30.1.  The Service Provider shall ensure on a continuing basis that at all times the Assets are maintained and refreshed at no additional cost to the Authority sufficient to ensure:

30.1.1.  the Services are performed to the Contract Standard and the Service Performance Levels from the Service Transfer Date until the earlier of the Expiry Date or the Termination Date;

30.1.2.  with the exception of any Software which shall be dealt with in accordance with clause 15, it owns the Intellectual Property Rights or obtains licences from the owner of those rights (to the extent they exist) in the Assets used to perform the Services and shall procure that such licences are freely transferable to the Authority on termination or expiry of this Agreement; and

30.1.3.  the Exclusive Assets which are required by the Authority or any Future Service Provider are handed back to the Authority or the Future Service Provider (as the Authority shall direct) on the Expiry Date or the Termination Date in a condition complying with the requirements of this clause 30 (Maintenance) and the Output Specification.

30.2.  If the Authority reasonably believes that the Service Provider is in breach of its obligations under clause 30.1 then it may carry out (or procure) a survey of the Assets to assess whether the Assets have been and are being maintained and refreshed by the Service Provider in accordance with its obligations under clause 30.1.

30.3.  The Authority shall notify the Service Provider in writing a minimum of ten (10) Business Days in advance of the date on which it wishes to carry out the survey.  The Authority shall consider in good faith any reasonable request by the Service Provider for the survey to be carried out on a different date if such request is made at least five (5) Business Days prior to the notified date and the Service Provider (acting reasonably) is able to demonstrate that carrying out the survey on the notified date would materially prejudice the Service Provider's ability to provide the Services.

30.4.  When carrying out any survey the Authority shall use reasonable endeavours to minimise any disruption caused to the provision of the Services by the Service Provider.  The cost of the survey shall, except where clause 30.5 below applies, be borne by the Authority.  The Service Provider shall give the Authority, or any third party acting on its behalf, free of charge any reasonable assistance required by the Authority during the carrying out of any survey.

30.5.  If the survey shows that the Service Provider has not complied or is not complying with its obligations under clause 30.1 the Authority shall:-

30.5.1.  notify the Service Provider of the rectification and/or maintenance work which is required to bring the condition of the Assets to the standard they would have been in if the Service Provider had complied with or was complying with its obligations under clause 30.1;

30.5.2.  specify a reasonable period within which the Service Provider must carry out such rectification and/or maintenance work and/or technology refresh work; and

30.5.3.  be entitled to be reimbursed by the Service Provider for the cost of the survey.

30.6.  If the Service Provider has been notified under clause 30.5.1 that rectification and/or maintenance work is required, the Service Provider shall carry out such rectification and/or maintenance work and/or technology refresh work within the period specified and any costs it incurs in carrying out such rectification and/or maintenance work shall be at its own expense.  If the Service Provider fails to carry out such rectification, maintenance work and/or refresh work within the specified period the Authority shall be entitled to carry out such work itself or engage a third party to do so and be entitled to be reimbursed by the Service Provider for the cost of such work.  The Service Provider shall provide all reasonable assistance to the Authority and any third party engaged by the Authority to facilitate the carrying out of the rectification, maintenance or refresh work.

30.7.  Any Disputes arising out of this clause 30 (Maintenance) shall be resolved in accordance with the Dispute Resolution Procedure.