42.5.  Step-In on Service Provider Breach

42.5.1.  If the Required Action is taken as a result of a breach of the obligations of the Service Provider 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 providing any part of the Services:-

a)  the Service Provider shall be relieved of its obligations to provide such part of the Services; and

b)  In respect of the period in which the Authority is taking Required Action the 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 providing the Services affected by the Required Action in full over that period, less an amount equal to all the Authority's costs of operation in taking the Required Action.  In the event that the Authority's costs of operation in taking the Required Action exceed the amount of the Payment the Authority shall be entitled to be reimbursed by the Service Provider for such costs.

42.5.2.  If the Authority intends to engage or employ an external Service Provider or organisation to undertake the Required Action (or any part thereof) it shall first procure from such Service Provider or organisation a confidentiality agreement in favour of the Service Provider in the form agreed by the parties prior to commencement of any services by such third party.