Common use of Delay Event Clause in Contracts

Delay Event. 11.1 In the event that either party’s operations and/or its ability to fulfil obligations under this Agreement are impacted due to an epidemic or pandemic (including COVID-19 or any subsequent strains thereof), either as a result of: 11.1.1 any applicable government implemented advice, rule, order or legislation and/or capacity restrictions; or 11.1.2 a decision or request by the Funder (if any), and/or as a result of the Funder Agreement (if any) being impacted, due to the epidemic or pandemic; or 11.1.3 reasonable measures taken by the British Council, the Recipient and/or the Recipient’s Team to protect the health and safety interests of its personnel; or 11.1.4 otherwise. (a “Delay Event”) the impacted party shall notify the other party of the Delay Event as soon as practicable of the effect this may have upon its obligations hereunder. The parties will negotiate in good faith to vary the Agreement to provide and agree revisions to and/or alternative ways of delivering the activities detailed in the Project Proposal in an appropriate manner. This may include modifications with respect to the Grant, the Project activities and timelines where appropriate. 11.2 In the event the parties cannot within a reasonable period agree upon the terms for the continuation of the Project (with or without modification) while the Delay Event continues to have an impact on either party, the British Council may: 11.2.1 suspend the Project for 30 days by giving written notice to the Recipient (the “Suspension Period”). The Suspension Period may be extended by the British Council for a further 30 days. In the event of such suspension, the British Council shall pay to the Recipient the instalment or element of the Grant that is due as at the start date of the Suspension Period and in respect of which the relevant Project activity has been completed; and/or 11.2.2 notwithstanding the provisions of clause 11 at any time, (including, if there has been a Suspension Period as provided in clause 11.2.1 above, during or at the end of that Suspension Period) terminate this Agreement without liability, with immediate effect. 11.3 The British Council shall not be liable for: 11.3.1 any of the Grant that would otherwise have been payable; or 11.3.2 any other costs incurred by the Recipient. In each case, during the Suspension Period or on termination pursuant to clause 11.2.2 above. 11.4 For the avoidance of doubt, the COVID-19 pandemic and the effects of any variant strain of the COVID-19 virus shall not be considered to be a Force Majeure Event as defined in this Agreement.