31.  BUSINESS CONTINUITY

31.1.  The parties shall comply with the provisions of the Business Continuity Plan and the Exit Plan and the Service Provider shall ensure that it is able to implement the Business Continuity Plan and Exit Plan at any time in accordance with their terms.

31.2.  The Service Provider shall review, update and test the Business Continuity Plan and Exit Plan on a regular basis (and in any event not less than once in every [twelve (12) month] period and within six months before the expiry of this Agreement).  Subject to clause 31.3, the Authority may require the Service Provider to conduct additional reviews and tests of the Business Continuity Plan and Exit Plan where the Authority considers it necessary, including where there has been any change to the Services, the introduction of Further Services in accordance with Schedule 15 (Further Services Approval Procedure) or any underlying business processes, or on the occurrence of any event which may increase the likelihood of the need to implement the Business Continuity Plan.

31.3.  If the Authority requires an additional review and/or test of the Business Continuity Plan and the Exit Plan it shall give the Service Provider written notice and the Service Provider shall conduct the review and/or test in accordance with the Authority's requirements and the relevant provisions of the Business Continuity Plan and Exit Plan.  The Service Provider's costs of the additional test shall be borne by the Authority unless the Business Continuity Plan and/or Exit Plan fail the additional review and/or test in which case the Service Provider's costs of that failed review/test shall be borne by the Service Provider.

31.4.  Following each review/test, the Service Provider shall send to the Authority a written report summarising the results of the review/test and shall promptly implement any actions or remedial measures which the Authority considers to be necessary as a result of those review/tests.

31.5.  During the Service Period the Service Provider shall provide the Authority with a pack of information for the purpose of covering circumstances when the Service Provider shall cease to perform the Services ("the Data Pack").  The Data Pack shall contain the following:

31.5.1.  information relating to its workforce, its pay and terms and conditions of employment (as may be required and specified by the Authority);

31.5.2.  a Rolling Inventory maintained and updated by the Service Provider so that it provides a comprehensive record of the Initial Transferring Assets (categorised in the Rolling Inventory as Exclusive Assets or Shared Assets) as the same may be repaired, refreshed and replaced from time to time; and

31.5.3.  such other data and information as is necessary for business continuity purposes.

31.6.  The first Data Pack shall be provided no later than six (6) months after the Service Transfer Date.  The Service Provider shall update the Data Pack annually throughout during the Service Period and within six months before the expiry of this Agreement.

31.7.  Any Disputes arising out of this clause 31 (Business Continuity) shall be resolved in accordance with the Dispute Resolution Procedure provided that pending such resolution the Service Provider shall nevertheless perform its obligations under this clause 31 including the implementation of the Business Continuity Plan and Exit Plan.