About this Guide. Outsourcing Transaction Structures. This guide is an overview of the key features of the five core types of outsourcing transaction:

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1 Third Party Rights / Licence Advisory This guide is an overview of the key features of the five core types of outsourcing transaction: Type Description Use engages a service provider to undertake a function previously undertaken by the itself Service provider can provide the service better or more efficiently than the to JVCo forms an entity jointly with a provider group and that entity is engaged to provide a function previously undertaken by the itself wishes to benefit from expertise and efficiency of a service provider but wishes to retain direct involvement in provision engages a new service provider to undertake a function in place of a provider to whom it had previously outsourced that function An existing outsource relationship terminates and expires and the wishes to use a new service provider Two or more "customers" combine the provision of a function in a shared and jointly owned and controlled operation Combining the function as carried on by two or more organisations can deliver savings and/or process improvements absorbs operation of a function back into its own business An existing outsource relationship terminates and the no longer wishes to use an external service provider

2 Group transfers function to Provider Transfer includes certain assets etc used to undertake activity Provider Group Provider undertakes function and provides it as a service to Function to be d may provide some retained services or facilities to Provider Provider may also provides similar services to other customers Any relationship between Provider Group and limited to possible guarantees Provider wholly owned by independent entity Provider Other customers

3 to JVCo Group transfers function to Provider Transfer includes certain assets etc used to undertake activity Provider Group Provider undertakes function and provides it as a service to Function to be d may provide some retained services or facilities to Provider Provider may also provides similar services to other customers Relationship between Provider Group and includes shareholder agreement Provider jointly owned by and independent Provider Group entity Provider Other customers

4 Group Original Provider's supply agreement terminated Retained service provision and provision of any ongoing assets terminated Assets, People, Sub-contracts etc transfer from first Provider to second Function to be d may provide facilities etc to the Provider may undertake provision of some retained services to Provider Second provider undertakes function and provides it to the Provider Provider

5 Principal Group Principal forms wholly owned entity Principal Function to be d SSC Entity 9 Second Function to be d Principal transfers function to wholly owned entiy Transfer includes certain assets etc used to undertake activity Entity undertakes function and provides it as a service to Principal Principal may provide some retained services or facilities to Entity Second transfers function to Entity which become Provider jointly owned by two principal s SSC Entity provides function as a service to Second Relationship between two s includes shareholder agreement

6 Group Supply of function as a service terminated Provision of any retained services or facilities terminated Provider Group Function transferred to Function to be d Assets, people, sub-contracts etc used in function may be transferred to Any relationship between Provider Group and terminated Provider