Common use of DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT Clause in Contracts

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. In the event that a Court makes a Declaration of Ineffectiveness, the Trust will promptly notify the Contractor. The Parties agree that the provisions of clause 17.6 and this clause 18 will continue to apply as from the time when the Declaration of Ineffectiveness is made. The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. Consistent with the Trust’s rights of termination implied into the Agreement by Public Contracts Regulations 2015, in the event of a Public Procurement Termination Event, the Trust shall promptly notify the Contractor and the provisions of clause 17.6 and this clause 18 shall apply as from the date of receipt by the Contractor of the notification of the Public Procurement Termination Event. The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, the Trust may require the Contractor to prepare a Contingency Plan with the effect of achieving: an orderly and efficient cessation of the Agreement or a transition of any Services to the Trust or such other entity as the Trust may specify; and minimal disruption or inconvenience to the Trust or to the Trust’s supported organisations or clients, (the “Contingency Plan”), and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. Where there is any conflict between the provisions of clause 17.6 and this clause 18 and the Contingency Plan then the clauses of this Agreement shall take precedence. The parties will comply with their respective obligations under any Contingency Plan (as agreed by the parties, or where agreement cannot be reached, as reasonably determined by the Trust) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. The Trust will pay the Contractor’s reasonable costs in assisting the Trust in preparing agreeing and complying with the Contingency Plan. Such costs will be based on comparable costs or as otherwise reasonably determined by the Trust. The Trust will not be liable to the Contractor for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to any Declaration of Ineffectiveness or Public Procurement Termination Event.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. In the event that a Court court makes a Declaration of Ineffectiveness, the Trust will LS shall promptly notify the ContractorService Provider. The Parties agree that the provisions of clause 17.6 Clause 13 and this clause 18 will continue to Clause 14 shall apply as from the time when date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness Ineffectiveness. Where there is madeany conflict or discrepancy between the provisions of Clause 13 and this Clause 14 or the Cessation Plan, the provisions of this Clause 14 and the Cessation Plan shall prevail. The Declaration of Ineffectiveness will shall not prejudice or affect any right, liability or remedy which has accrued or will shall accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. Consistent with the Trust’s rights Without prejudice to LS’srights of termination implied into the Agreement Contract by regulation 73(3) of the Public Contracts Regulations 20152015 or any equivalent provisions in regulations implementing the EU Utilities Directive 2014/25, in the event of a Public Procurement Termination Event, the Trust LS shall promptly notify the Contractor Service Provider and the Parties agree that the provisions of clause 17.6 13.4 and this clause 18 these clauses 14.3 to 14.7 (inclusive) shall apply as from the date of receipt by the Contractor Supplier of the notification of the Public Procurement Termination Event. If there is any conflict or discrepancy between the provisions of clause 13.4 and these clauses 14.3 to 14.7 or the Cessation Plan, the provisions of these clauses 14.3 to 14.7 and the Cessation Plan shall prevail. The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect Event. As from the date of receipt by the Service Provider of the period prior to the Public Procurement Termination Event. During any Court proceedings seeking notification of a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, the Trust may require Parties (acting reasonably and in good faith) shall agree or, in the Contractor to prepare a Contingency absence of such agreement, LS shall reasonably determine an appropriate Cessation Plan with the effect object of achieving: an orderly and efficient cessation of the Agreement Services or (at LS’s request) a transition of any the Services to the Trust LS or such other entity as the Trust LS may specify; and minimal disruption or inconvenience to LS, in accordance with the Trust or provisions of this clause 14 and to give effect to the Trust’s supported organisations or clients, (terms of the “Contingency Plan”), and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a the Public Procurement Termination Event occursEvent. Where there is any conflict between Upon agreement, or determination by LS, of the provisions of clause 17.6 and this clause 18 and Cessation Plan the Contingency Plan then the clauses of this Agreement shall take precedence. The parties Parties will comply with their respective obligations under any Contingency Plan (as agreed by the parties, or where agreement cannot be reached, as reasonably determined by the Trust) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occursCessation Plan. The Trust will LS shall pay the ContractorServices Provider’s reasonable costs in assisting the Trust LS in preparing preparing, agreeing and complying with the Contingency Cessation Plan. Such costs will shall be based on any comparable costs or Charges agreed as part of this Contract or as otherwise reasonably determined by the TrustLS. The Trust will Provided that LS shall not be liable to the Contractor Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement Contract pursuant to this clause 14. CONFIDENTIALITY The Service Provider will: keep the Confidential Information secret and will only disclose it in the manner and to the extent expressly permitted by this Contract or otherwise as permitted by the terms of the disclosure; use the Confidential Information only to the extent necessary for the performance of its obligations under this Contract; only make such copies, notes, reports, analyses and recordings (in whatever media) that contain or are based on Confidential Information as are reasonably necessary for the purpose of complying with its obligations under this Contract; and keep the Confidential Information safe and secure and apply to it documentary and electronic security measures that match or exceed those the Service Provider operates in relation to its own information which is by its nature confidential. The Service Provider may disclose Confidential Information: to such of the members of its group of companies and advisers who need access to that Confidential Information for the purpose of the Service Provider complying with its obligations under this Contract and will make each such person aware of the confidentiality obligations contained in this Contract. The Service Provider shall procure that any Declaration person to whom it discloses Confidential Information pursuant to this clause 15.2.1 shall not do or omit to do anything which if done or omitted to be done by the Service Provider would constitute a breach of Ineffectiveness this clause 15; to the extent required by law or Public Procurement Termination Eventa court of competent jurisdiction or the rules of any listing authority, stock exchange, the Panel on Takeovers and Mergers or Regulatory Authority. Where reasonably practicable and lawful the Service Provider will give notice to LS in advance of such disclosure and will consult with LS as to the content, purpose and means of disclosure and will seek to make such disclosure subject to obligations of confidence consistent, so far as possible, with the terms of this clause 15. The Service Provider acknowledges and agrees that damages alone would not be an adequate remedy for breach of this clause 15 by the Service Provider. Accordingly, LS shall be entitled, without having to prove special damages, to equitable relief (including injunction and specific performance) for any breach or threatened breach of this clause 15 by the Service Provider.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. In the event that a Court makes a Declaration of Ineffectiveness, the Trust will promptly notify the Contractor. The Parties agree that the provisions of clause 17.6 27.6 and this clause 18 28 will continue to apply as from the time when the Declaration of Ineffectiveness is made. The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. Consistent with the Trust’s rights of termination implied into the Agreement by Public Contracts Regulations 2015, in the event of a Public Procurement Termination Event, the Trust shall promptly notify the Contractor and the provisions of clause 17.6 27.6 and this clause 18 28 shall apply as from the date of receipt by the Contractor of the notification of the Public Procurement Termination Event. The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, the Trust may require the Contractor to prepare a Contingency Plan with the effect of achieving: an orderly and efficient cessation of the Agreement or a transition of any Services to the Trust or such other entity as the Trust may specify; and minimal disruption or inconvenience to the Trust or to the Trust’s supported organisations or clients, (the “Contingency Plan”), and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. Where there is any conflict between the provisions of clause 17.6 27.6 and this clause 18 28 and the Contingency Plan then the clauses of this Agreement shall take precedence. The parties will comply with their respective obligations under any Contingency Plan (as agreed by the parties, or where agreement cannot be reached, as reasonably determined by the Trust) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. The Trust will pay the Contractor’s reasonable costs in assisting the Trust in preparing agreeing and complying with the Contingency Plan. Such costs will be based on comparable costs or as otherwise reasonably determined by the Trust. The Trust will not be liable to the Contractor for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to any Declaration of Ineffectiveness or Public Procurement Termination Event.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. In the event that a Court makes a Declaration of Ineffectiveness, the Trust will promptly notify the Contractor. The Parties agree that the provisions of clause 17.6 and this clause 18 will continue to apply as from the time when the Declaration of Ineffectiveness is made. The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. Consistent with the Trust’s rights of termination implied into the Agreement by Public Contracts Regulations 2015, in the event of a Public Procurement Termination Event, the Trust shall promptly notify the Contractor and the provisions of clause 17.6 and this clause 18 shall apply as from the date of receipt by the Contractor of the notification of the Public Procurement Termination Event. The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, the Trust may require the Contractor to prepare a Contingency Plan contingency plan with the effect of achieving: an orderly and efficient cessation of the Agreement or a transition of any Services to the Trust or such other entity as the Trust may specify; and minimal disruption or inconvenience to the Trust or to the Trust’s supported organisations or clients, (the “Contingency Plan”), and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. Where there is any conflict between the provisions of clause 17.6 and this clause 18 and the Contingency Plan contingency plan then the clauses of this Agreement shall take precedence. The parties will comply with their respective obligations under any Contingency Plan contingency plan (as agreed by the parties, or where agreement cannot be reached, as reasonably determined by the Trust) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. The Trust will pay the Contractor’s reasonable costs in assisting the Trust in preparing agreeing and complying with the Contingency Plancontingency plan. Such costs will be based on comparable costs or as otherwise reasonably determined by the Trust. The Trust will not be liable to the Contractor for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to any Declaration of Ineffectiveness or Public Procurement Termination Event.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. In the event that a Court makes a Declaration of Ineffectiveness, the Trust will promptly notify the Contractor. The Parties agree that the provisions of clause 17.6 26.6 and this clause 18 27 will continue to apply as from the time when the Declaration of Ineffectiveness is made. The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. Consistent with the Trust’s rights of termination implied into the Agreement by Public Contracts Regulations 2015, in the event of a Public Procurement Termination Event, the Trust shall promptly notify the Contractor and the provisions of clause 17.6 26.6 and this clause 18 27 shall apply as from the date of receipt by the Contractor of the notification of the Public Procurement Termination Event. The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, the Trust may require the Contractor to prepare a Contingency Plan contingency plan with the effect of achieving: an orderly and efficient cessation of the Agreement or a transition of any Services to the Trust or such other entity as the Trust may specify; and minimal disruption or inconvenience to the Trust or to the Trust’s supported organisations or clients, (the “Contingency Plan”), and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. Where there is any conflict between the provisions of clause 17.6 26.6 and this clause 18 27 and the Contingency Plan contingency plan then the clauses of this Agreement shall take precedence. The parties will comply with their respective obligations under any Contingency Plan contingency plan (as agreed by the parties, or where agreement cannot be reached, as reasonably determined by the Trust) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. The Trust will pay the Contractor’s reasonable costs in assisting the Trust in preparing agreeing and complying with the Contingency Plancontingency plan. Such costs will be based on comparable costs or as otherwise reasonably determined by the Trust. The Trust will not be liable to the Contractor for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to any Declaration of Ineffectiveness or Public Procurement Termination Event.