61.  ASSIGNMENT AND NOVATION

61.1  The Contractor shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement without the prior written consent of the Authority.

61.2  The Authority may:

61.2.1  assign, novate or otherwise dispose of any or all of its rights and obligations under this Agreement and any associated third party licences to any other Contracting Authority; or

61.2.2  novate this Agreement and any associated third party licences to any other body which substantially performs any of the functions that previously had been performed by the Authority.  If this transfer increases the burden of the Contractor's obligations under this Agreement the Contractor shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Change Control Procedure.

61.3  A change in the legal status of the Authority shall not (subject to Clause 61.4) affect the validity of this Agreement and this Agreement shall be binding on any successor body to the Authority.

61.4  If this Agreement is novated to a body which is not a Contracting Authority, or a body which is not a Contracting Authority succeeds the Authority, (both "transferee" in the rest of this Clause):

61.4.1  the Contractor shall be entitled to exercise a right of termination if:

61.4.1.1  the transferee suffers an Insolvency Event; or

61.4.1.2  the transferee commits:

(a)  a material Default which is not remedied within [30] days after notice of Default from the Contractor to the transferee requiring its remedy; or

(b)  a material Default which is irremediable;

61.4.2  the transferee may only assign, novate or otherwise dispose of its rights and obligations under this Agreement (or any part) with the prior written consent of the Contractor (which consent shall not be unreasonably withheld or delayed); and

61.4.3  the following Clauses shall be varied from the date of the novation or the date of the Authority's change of status (as appropriate) as if this Agreement had been amended by the parties in accordance with the Change Control Procedure:

61.4.3.1  in Clauses 18 (Recovery of Sums Due) and 0, 0 and 0 (Prevention of Corruption) the words "or any other Crown Body" shall be deleted; and

61.4.3.2  the definition of "Crown Body" in Schedule A shall be deleted and Clause 43.6.1 (Confidentiality) shall be deleted.