Common use of Breach and Termination of Agreement Clause in Contracts

Breach and Termination of Agreement. ‌ 28.1 Without prejudice to the Authority’s right to terminate at common law, the Contracting Authority may terminate this Agreement and the Contracting Authority or the Authority may terminate any current Call-Off Contract immediately upon giving notice to the Service Provider if: 28.1.1 except as provided in and without prejudice to Clauses 28.1.3, the Service Provider has committed any material or persistent breach of this Agreement (in the case of the Contracting Authority) or Call- Off Contract (in the case of the Contracting Authority and or the Authority) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; or 28.1.2 the Service Provider is subject to an Insolvency Event; or 28.1.3 the Service Provider is in breach of Clause 11.3; or 28.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 12; or 28.1.5 the Service Provider commits any of the money laundering related offences listed in the Public Agreement Regulations 2006. 28.2 Without prejudice to any of the Contracting Authority’s and/or the Authority's other rights, powers or remedies (whether under this Agreement or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 8 and/or any of its other obligations in respect of the Services under this Agreement or Call-Off Contract, the Service Provider shall, if required to do so by the Contracting Authority’s and/or Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 28.2 shall prevent the Contracting Authority and/or Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative service provider and, where the Contracting Authority and/or Authority so procures any Services or any remedial action, the Contracting Authority and/or Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Contracting Authority and/or Authority and attributable to the Contracting Authority and/or Authority procuring such Services or remedial action from such alternative service provider. 28.3 Neither Party shall be deemed to be in breach of the relevant Call-Off Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the relevant Call- Off Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose, then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Unaffected Party”) may terminate the Call-Off Contract immediately upon giving notice to the Affected Party. If the Call-Off Contract is terminated in accordance with this Clause 28.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Unaffected Party by reason of such termination. 28.4 Without prejudice to the Contracting Authority’s right to terminate this Agreement or Contracting Authority and/or Authority to terminate the relevant Call-Off Contract under Clause 28.1 or to terminate at common law, the Authority may terminate this Agreement or the Contracting Authority and/or Authority relevant the Call-Off Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 28.4 may be disapplied by notice to that effect in Schedule 1. 28.5 To the extent that the Contracting Authority has a right to terminate this Agreement or the Contracting Authority and/or Authority the relevant Call- Off Contract under this Clause 28 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Contracting Authority’s and/or the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Contracting Authority and/or Authority may determine.

Breach and Termination of Agreement. ‌ 28.1 Without prejudice to the Authority’s right to terminate at common law, the Contracting Authority may terminate this Agreement and the Contracting Authority or the Authority may terminate any current Call-Off Contract immediately upon giving notice to the Service Provider if: 28.1.1 except as provided in and without prejudice to Clauses 28.1.3, the Service Provider has committed any material or persistent breach of this Agreement (in the case of the Contracting Authority) or Call- Call-Off Contract (in the case of the Contracting Authority and or the Authority) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; or 28.1.2 the Service Provider is subject to an Insolvency Event; or 28.1.3 the Service Provider is in breach of Clause 11.3; or 28.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 12; or 28.1.5 the Service Provider commits any of the money laundering related offences listed in the Public Agreement Regulations 2006. 28.2 Without prejudice to any of the Contracting Authority’s and/or the Authority's other rights, powers or remedies (whether under this Agreement or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 8 and/or any of its other obligations in respect of the Services under this Agreement or Call-Off Contract, the Service Provider shall, if required to do so by the Contracting Authority’s and/or Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 28.2 shall prevent the Contracting Authority and/or Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative service provider and, where the Contracting Authority and/or Authority so procures any Services or any remedial action, the Contracting Authority and/or Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Contracting Authority and/or Authority and attributable to the Contracting Authority and/or Authority procuring such Services or remedial action from such alternative service provider. 28.3 Neither Party shall be deemed to be in breach of the relevant Call-Off Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the relevant Call- Call-Off Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose, then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Unaffected Party”) may terminate the Call-Off Contract immediately upon giving notice to the Affected Party. If the Call-Off Contract is terminated in accordance with this Clause 28.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Unaffected Party by reason of such termination. 28.4 Without prejudice to the Contracting Authority’s right to terminate this Agreement or Contracting Authority and/or Authority to terminate the relevant Call-Off Contract under Clause 28.1 or to terminate at common law, the Authority may terminate this Agreement or the Contracting Authority and/or Authority relevant the Call-Off Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 28.4 may be disapplied by notice to that effect in Schedule 1. 28.5 To the extent that the Contracting Authority has a right to terminate this Agreement or the Contracting Authority and/or Authority the relevant Call- Call-Off Contract under this Clause 28 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Contracting Authority’s and/or the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Contracting Authority and/or Authority may determine.

Breach and Termination of Agreement. ‌ 28.1 Without prejudice to the Authority’s right to terminate at common law, the Contracting Authority may terminate this Agreement and the Contracting Authority or the Authority may terminate any current Call-Off Contract immediately upon giving notice to the Service Provider if: 28.1.1 except as provided in and without prejudice to Clauses 28.1.3, the Service Provider has committed any material or persistent breach of this Agreement (in the case of the Contracting Authority) or Call- Off Contract (in the case of the Contracting Authority and or the Authority) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; or 28.1.2 the Service Provider is subject to an Insolvency Event; or 28.1.3 the Service Provider is in breach of Clause 11.3; or 28.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 12; or 28.1.5 the Service Provider commits any of the money laundering related offences listed in the Public Agreement Regulations 2006. 28.2 Without prejudice to any of the Contracting Authority’s and/or the Authority's other rights, powers or remedies (whether under this Agreement or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 8 and/or any of its other obligations in respect of the Services under this Agreement or Call-Off Contract, the Service Provider shall, if required to do so by the Contracting Authority’s and/or Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 28.2 shall prevent the Contracting Authority and/or Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative service provider and, where the Contracting Authority and/or Authority so procures any Services or any remedial action, the Contracting Authority and/or Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Contracting Authority and/or Authority and attributable to the Contracting Authority and/or Authority procuring such Services or remedial action from such alternative service provider. 28.3 Neither Party shall be deemed to be in breach of the relevant Call-Off Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the relevant Call- Off Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose, then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Unaffected Party”) may terminate the Call-Off Contract immediately upon giving notice to the Affected Party. If the Call-Off Contract is terminated in accordance with this Clause 28.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Unaffected Party by reason of such termination. 28.4 Without prejudice to the Contracting Authority’s right to terminate this Agreement or Contracting Authority and/or Authority to terminate the relevant Call-Off Contract under Clause 28.1 or to terminate at common law, the Authority may terminate this Agreement or the Contracting Authority and/or Authority relevant the Call-Off Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 28.4 may be disapplied by notice to that effect in Schedule 1. 28.5 To the extent that the Contracting Authority has a right to terminate this Agreement or the Contracting Authority and/or Authority the relevant Call- Off Contract under this Clause 28 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Contracting Authority’s and/or the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Contracting Authority and/or Authority may determine.

Breach and Termination of Agreement. ‌ 28.1 Without prejudice to the Authority’s right to terminate at common law, the Contracting Authority may terminate this Agreement and the Contracting Authority or the Authority may terminate any current Call-Off Contract immediately upon giving notice to the Service Provider if: 28.1.1 except as provided in and without prejudice to Clauses 28.1.3, the Service Provider has committed any material or persistent breach of this Agreement (in the case of the Contracting Authority) or Call- Off Contract (in the case of the Contracting Authority and or the Authority) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; or 28.1.2 the Service Provider is subject to an Insolvency Event; or 28.1.3 the Service Provider is in breach of Clause 11.3; or 28.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 12; or 28.1.5 the Service Provider commits any of the money laundering related offences listed in the Public Agreement Regulations 2006. 28.2 Without prejudice to any of the Contracting Authority’s and/or the Authority's other rights, powers or remedies (whether under this Agreement or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 8 and/or any of its other obligations in respect of the Services under this Agreement or Call-Off Contract, the Service Provider shall, if required to do so by the Contracting Authority’s and/or Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 28.2 shall prevent the Contracting Authority and/or Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative service provider and, where the Contracting Authority and/or Authority so procures any Services or any remedial action, the Contracting Authority and/or Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Contracting Authority and/or Authority and attributable to the Contracting Authority and/or Authority procuring such Services or remedial action from such alternative service provider. 28.3 Neither Party shall be deemed to be in breach of the relevant Call-Off Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the relevant Call- Off Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose, then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Unaffected Party”) may terminate the Call-Off Contract immediately upon giving notice to the Affected Party. If the Call-Off Contract is terminated in accordance with this Clause 28.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Unaffected Party by reason of such termination. 28.4 Without prejudice to the Contracting Authority’s right to terminate this Agreement or Contracting Authority and/or Authority to terminate the relevant Call-Off Contract under Clause 28.1 or to terminate at common law, the Authority may terminate this Agreement or the Contracting Authority and/or Authority relevant the Call-Off Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 28.4 may be disapplied by notice to that effect in Schedule 1. 28.5 To the extent that the Contracting Authority has a right to terminate this Agreement or the Contracting Authority and/or Authority the relevant Call- Off Contract under this Clause 28 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Contracting Authority’s and/or the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Contracting Authority and/or Authority may determine.

Breach and Termination of Agreement. ‌ 28.1 29.1 Without prejudice to the Authority’s right to terminate at common law, the Contracting Authority may terminate this Agreement and the Contracting Authority or the Authority may terminate any current Call-Off Contract immediately upon giving notice to the Service Provider if: 28.1.1 except as provided 29.1.1 in addition and without prejudice to Clauses 28.1.329.1.2 to 29.1.6 (inclusive), the Service Provider has committed any material or persistent breach of this Agreement (in the case of the Contracting Authority) or Call- Call-Off Contract (in the case of the Contracting Authority and or the Authority) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; or 28.1.2 29.1.2 the Service Provider is subject to an Insolvency Event; or 28.1.3 29.1.3 in the event that there is a change of ownership referred to in Clause 11.3 or the Service Provider is in breach of Clause 11.3; or 28.1.4 29.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 12; or 28.1.5 29.1.5 the Service Provider or any of its officers, employees or agents commits any act of bribery described in the Bribery Act 2010; or 29.1.6 the Service Provider commits any of the money laundering related offences listed in the Public Agreement Contracts Regulations 20062015; or 29.1.7 the Service Provider fails to comply in the performance of the Services with legal obligations in the fields of environmental, social or labour law. 28.2 29.2 Without prejudice to any of the Contracting Authority’s and/or the Authority's other rights, powers or remedies (whether under this Agreement or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 8 and/or any of its other obligations in respect of the Services under this Agreement or Call-Off Contract, the Service Provider shall, if required to do so by the Contracting Authority’s Authority and/or Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 28.2 29.2 shall prevent the Contracting Authority and/or Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative service provider and, where the Contracting Authority and/or Authority so procures any Services or any remedial action, the Contracting Authority and/or Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Contracting Authority and/or Authority and attributable to the Contracting Authority and/or Authority procuring such Services or remedial action from such alternative service providercontractor. 28.3 29.3 Neither Party shall be deemed to be in breach of the relevant Call-Off Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the relevant Call- Off Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose, arose and is having a material adverse effect on either Party’s performance of its obligations under the relevant Call-Off Contract (the “Affected Party”) then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Unaffected Innocent Party”) may terminate the Call-Off Contract immediately upon giving notice to the Affected Party. If the Call-Off Contract is terminated in accordance with this Clause 28.3 29.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Unaffected Innocent Party by reason of such termination. 28.4 29.4 Without prejudice to the Contracting Authority’s right to terminate this Agreement or Contracting Authority and/or Authority to terminate the relevant Call-Off Contract under Clause 28.1 29.1 or to terminate at common law, the Authority may terminate this Agreement or the Contracting Authority and/or Authority relevant the Call-Off Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 28.4 29.4 may be disapplied by notice to that effect in Schedule 1. 28.5 29.5 To the extent that the Contracting Authority has a right to terminate this Agreement or the Contracting Authority and/or Authority the relevant Call- Off Contract under this Clause 28 29 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Contracting Authority’s and/or the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Contracting Authority and/or Authority may determine.

Breach and Termination of Agreement. ‌ 28.1 Without prejudice to the Authority’s right to terminate at common law, the Contracting Authority may terminate this Agreement and the Contracting Authority or the Authority may terminate any current Call-Off Contract immediately upon giving notice to the Service Provider if: 28.1.1 except as provided in addition and without prejudice to Clauses 28.1.328.1.2 to 28.1.6 (inclusive), the Service Provider has committed any material or persistent breach of this Agreement (in the case of the Contracting Authority) or Call- Call-Off Contract (in the case of the Contracting Authority and or the Authority) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; or 28.1.2 the Service Provider is subject to an Insolvency Event; or 28.1.3 in the event that there is a change of ownership referred to in clause 11.3 or the Service Provider is in breach of Clause 11.3; or 28.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 12; or 28.1.5 the Service Provider or any of its officers, employees or agents commits any act of bribery described in the Xxxxxxx Xxx 0000; or 28.1.6 the Service Provider commits any of the money laundering related offences listed in the Public Agreement Contracts Regulations 20062015. 28.2 Without prejudice to any of the Contracting Authority’s and/or the Authority's other rights, powers or remedies (whether under this Agreement or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 8 and/or any of its other obligations in respect of the Services under this Agreement or Call-Off Contract, the Service Provider shall, if required to do so by the Contracting Authority’s and/or Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 28.2 shall prevent the Contracting Authority and/or Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative service provider and, where the Contracting Authority and/or Authority so procures any Services or any remedial action, the Contracting Authority and/or Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Contracting Authority and/or Authority and attributable to the Contracting Authority and/or Authority procuring such Services or remedial action from such alternative service providercontractor. 28.3 Neither Party shall be deemed to be in breach of the relevant Call-Off Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the relevant Call- Call-Off Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose, arose and is having a material adverse effect on either Party’s performance of its obligations under the relevant Call-Off Contract (“the Affected Party”) then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Unaffected Innocent Party”) may terminate the Call-Off Contract immediately upon giving notice to the Affected Party. If the Call-Off Contract is terminated in accordance with this Clause 28.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Unaffected Innocent Party by reason of such termination. 28.4 Without prejudice to the Contracting Authority’s right to terminate this Agreement or Contracting Authority and/or Authority to terminate the relevant Call-Off Contract under Clause 28.1 or to terminate at common law, the Authority may terminate this Agreement or the Contracting Authority and/or Authority relevant the Call-Off Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 28.4 may be disapplied by notice to that effect in Schedule 1. 28.5 To the extent that the Contracting Authority has a right to terminate this Agreement or the Contracting Authority and/or Authority the relevant Call- Call-Off Contract under this Clause 28 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Contracting Authority’s and/or the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Contracting Authority and/or Authority may determine.

Breach and Termination of Agreement. ‌ 28.1 18.1 Without prejudice to the AuthorityEmployer’s right to terminate at common law, the Contracting Authority may terminate this Agreement and the Contracting Authority or the Authority Employer may terminate any current this Agreement or any Call-Off Contract immediately upon giving notice to the Service Provider Supplier if: 28.1.1 except as provided 18.1.1 in addition, and without prejudice to Clauses 28.1.318.4.2 to 18.4.6, the Service Provider Supplier has committed any material or persistent breach of this Agreement (in the case of the Contracting Authority) or Call- Call-Off Contract (in the case of the Contracting Authority and or the Authority) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business 7 Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider Supplier giving details of the breach and requiring it to be remedied; or 28.1.2 18.1.2 the Service Provider Supplier is subject to an Insolvency Event; or 28.1.3 18.1.3 in the Service Provider event that there is in breach a change of Clause 11.3Ownership; or 28.1.4 18.1.4 the Authority Employer is not satisfied on the issue of any conflict of interest in accordance with Clause 12; or 28.1.5 18.1.5 the Service Provider Supplier or any of its officers, employees or agents commits any act of bribery described in the Bribery Act 2010; or 18.1.6 the Supplier commits any of the money laundering related offences listed in the Public Agreement Contracts Regulations 20062015. 28.2 18.2 Without prejudice to any of the Contracting Authority’s and/or the AuthorityEmployer's other rights, powers or remedies (whether under this Agreement or otherwise) if the Service Provider Supplier is in breach of any of its warranties and/or obligations under Clause 8 11 and/or any of its other obligations in respect of the Services under this Agreement or Call-Off Contract, the Service Provider Supplier shall, if required to do so by the Contracting Authority’s and/or AuthorityEmployer, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 28.2 18 shall prevent the Contracting Authority and/or Authority Employer from procuring the provision of any Services or any remedial action in respect of any Services from an alternative service provider Supplier and, where the Contracting Authority and/or Authority Employer so procures any Services or any remedial action, the Contracting Authority and/or Authority Employer shall be entitled to recover from the Service Provider Supplier all additional cost, loss and expense incurred by the Contracting Authority and/or Authority Employer and attributable to the Contracting Authority and/or Authority Employer procuring such Services or remedial action from such alternative service providerSupplier. 28.3 18.3 Neither Party shall be deemed to be in breach of the relevant Call-Off Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the relevant Call- Call-Off Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose, arose and is having a material adverse effect on either Party’s performance of its obligations under the relevant Call-Off Contract (“the Affected Party”) then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Unaffected Innocent Party”) may terminate the Call-Off Contract immediately upon giving notice to the Affected Party. If the Call-Off Contract is terminated in accordance with this Clause 28.3 18.6 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Unaffected Innocent Party by reason of such termination. 28.4 Without prejudice to the Contracting Authority’s right to terminate this Agreement or Contracting Authority and/or Authority to terminate the relevant Call-Off Contract under Clause 28.1 or to terminate at common law, the Authority may terminate this Agreement or the Contracting Authority and/or Authority relevant the Call-Off Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 28.4 may be disapplied by notice to that effect in Schedule 1. 28.5 To the extent that the Contracting Authority has a right to terminate this Agreement or the Contracting Authority and/or Authority the relevant Call- Off Contract under this Clause 28 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Contracting Authority’s and/or the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Contracting Authority and/or Authority may determine.

Breach and Termination of Agreement. ‌ 28.1 27.1 Without prejudice to the Authority’s right to terminate at common law, the Contracting Authority may terminate this Agreement and the Contracting Authority or the Authority may terminate any current Call-Off Contract immediately upon giving notice to the Service Provider Concessionaire if: 28.1.1 27.1.1 except as provided in and without prejudice to Clauses 28.1.327.1.3, the Service Provider Concessionaire has committed any material or persistent breach (which term includes a Persistent Breach) of this Agreement (in the case of the Contracting Authority) or Call- Off Contract (in the case of the Contracting Authority and or the Authority) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 20 Business Days (or such other longer timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider Concessionaire giving details of the breach and requiring it to be remedied; or. The termination right set out in this Clause 28.1.2 1.1 may not be exercised by the Authority in respect of a breach of Clause 5.1, or a breach by the Concessionaire of the Service Provider Levels prior to 30th November 2012 27.1.2 the Concessionaire is subject to an Insolvency Event; or; 28.1.3 27.1.3 in the Service Provider event that there is a change of ownership referred to in Clause 10.3 or the Concessionaire is in breach of Clause 11.3; or10.3; 28.1.4 27.1.4 the Authority is not satisfied (acting reasonably) on the issue of any conflict of interest in accordance with Clause 12; or11; 28.1.5 27.1.5 the Service Provider Concessionaire commits any of the money laundering related offences listed in the Public Agreement Contract Regulations 2006. 28.2 27.2 Without prejudice to any of the Contracting Authority’s and/or the Authority's other rights, powers or remedies (whether under this Agreement or otherwise) if the Service Provider Concessionaire is in breach of any of its warranties and/or obligations under Clause 8 7 and/or any of its other obligations in respect of the Services under this Agreement or Call-Off ContractAgreement, the Service Provider shall, if required to do so by the Contracting Authority’s and/or Authority, Concessionaire shall promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing If the Concessionaire fails to remedy or reperform the Services, nothing in this Clause 28.2 27.2 shall prevent the Contracting Authority and/or Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative service provider contractor and, where the Contracting Authority and/or Authority so procures any Services or any remedial action, the Contracting Authority and/or Authority shall shall, subject to Clause 19, be entitled to recover from the Service Provider Concessionaire all additional cost, loss and expense incurred by the Contracting Authority and/or Authority and attributable to the Contracting Authority and/or Authority procuring such Services or remedial action from such alternative service providercontractor. 28.3 27.3 Neither Party shall be deemed to be in breach of the relevant Call-Off Contractthis Agreement, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the relevant Call- Off Contract this Agreement to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arosearose and is having a material adverse effect on either Party’s performance of its obligations under this Agreement (“the Affected Party”), then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Unaffected Innocent Party”) may terminate the Call-Off Contract this Agreement immediately upon giving notice to the Affected Party. If the Call-Off Contract this Agreement is terminated in accordance with this Clause 28.3 27.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Unaffected Innocent Party by reason of such termination. 28.4 27.4 Without prejudice to the Contracting Authority’s right to terminate this Agreement or Contracting Authority and/or Authority to terminate the relevant Call-Off Contract under Clause 28.1 27.1 or to terminate at common law, but subject to Clause 27.6 the Authority may terminate this Agreement or the Contracting Authority and/or Authority relevant the Call-Off Contract at any time without cause subject to giving the Service Provider Concessionaire written notice of the period specified in Schedule 1. 27.5 Without prejudice to the Authority’s right to terminate this Agreement under Clauses 27.1, provided 27.4 or at common law, but subject to Clause 27.6 the Authority may terminate this Agreement at any time following a Declaration of Ineffectiveness in accordance with the provisions of Clause 29. 27.6 The Authority undertakes that upon: 27.6.1 the termination of this Agreement by the Authority pursuant to Clauses 27.1.3, 27.4 or 27.5; or 27.6.2 the termination of this Agreement by the Concessionaire pursuant to Clause 28.4 may be disapplied by notice 6.7, the Authority shall pay to that effect the Concessionaire on the date of such termination, the relevant sum set out in Schedule 14 (the “Termination Fee”). 28.5 27.7 To the extent that the Contracting Authority has a right to terminate this Agreement or the Contracting Authority and/or Authority the relevant Call- Off Contract under this Clause 28 27.1.1 then, as an alternative to termination, the Authority may by giving notice to the Service Provider Concessionaire require the Service Provider Concessionaire to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges Fees applicable with effect from the Change Date will be adjusted proportionately or if in the Contracting Authority’s and/or the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Contracting Authority and/or Authority may reasonably determine.

Breach and Termination of Agreement. ‌ 28.1 29.1 Without prejudice to the Authority’s right to terminate at common law, the Contracting Authority may terminate this Agreement and the Contracting Authority or the Authority may terminate any current Call-Off Contract immediately upon giving notice to the Service Provider if: 28.1.1 except as provided 29.1.1 in addition and without prejudice to Clauses 28.1.329.1.2 to 29.1.6 (inclusive), the Service Provider has committed any material or persistent breach of this Agreement (in the case of the Contracting Authority) or Call- Call-Off Contract (in the case of the Contracting Authority and or the Authority) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; or 28.1.2 29.1.2 the Service Provider is subject to an Insolvency Event; or 28.1.3 29.1.3 in the event that there is a change of ownership referred to in Clause 11.3 or the Service Provider is in breach of Clause 11.3; or 28.1.4 29.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 12; or 28.1.5 29.1.5 the Service Provider or any of its officers, employees or agents commits any act of bribery described in the Xxxxxxx Xxx 0000; or 29.1.6 the Service Provider commits any of the money laundering related offences listed in the Public Agreement Contracts Regulations 20062015; or 29.1.7 the Service Provider fails to comply in the performance of the Services with legal obligations in the fields of environmental, social or labour law. 28.2 29.2 Without prejudice to any of the Contracting Authority’s and/or the Authority's other rights, powers or remedies (whether under this Agreement or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 8 and/or any of its other obligations in respect of the Services under this Agreement or Call-Off Contract, the Service Provider shall, if required to do so by the Contracting Authority’s Authority and/or Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 28.2 29.2 shall prevent the Contracting Authority and/or Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative service provider and, where the Contracting Authority and/or Authority so procures any Services or any remedial action, the Contracting Authority and/or Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Contracting Authority and/or Authority and attributable to the Contracting Authority and/or Authority procuring such Services or remedial action from such alternative service providercontractor. 28.3 29.3 Neither Party shall be deemed to be in breach of the relevant Call-Off Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the relevant Call- Off Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose, arose and is having a material adverse effect on either Party’s performance of its obligations under the relevant Call-Off Contract (the “Affected Party”) then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Unaffected Innocent Party”) may terminate the Call-Off Contract immediately upon giving notice to the Affected Party. If the Call-Off Contract is terminated in accordance with this Clause 28.3 29.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Unaffected Innocent Party by reason of such termination. 28.4 29.4 Without prejudice to the Contracting Authority’s right to terminate this Agreement or Contracting Authority and/or Authority to terminate the relevant Call-Off Contract under Clause 28.1 29.1 or to terminate at common law, the Authority may terminate this Agreement or the Contracting Authority and/or Authority relevant the Call-Off Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 28.4 29.4 may be disapplied by notice to that effect in Schedule 1. 28.5 29.5 To the extent that the Contracting Authority has a right to terminate this Agreement or the Contracting Authority and/or Authority the relevant Call- Off Contract under this Clause 28 29 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Contracting Authority’s and/or the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Contracting Authority and/or Authority may determine.