Common use of DELAYS DUE TO CONTRACTOR DEFAULT Clause in Contracts

DELAYS DUE TO CONTRACTOR DEFAULT. 8.1 If a Deliverable does not satisfy the Test Success Criteria and/or a Milestone is not Achieved due to the Contractor's Default, the Department shall promptly issue a Non- conformance Report to the Contractor categorising the Test Issues as described in the Testing Procedures or setting out in detail the non-conformities of the Deliverable where no testing has taken place, including any other reasons the Department has for not issuing a Milestone Achievement Certificate and the consequential impact the Department believes the delay may have on any other Milestones. The Department will then have the options set out in Clause 8.2. 8.2 The Department may at its discretion (without waiving any rights in relation to the other options) choose to: 8.2.1 issue a Milestone Achievement Certificate conditional on the remediation of the Test Issues, or the non-conformities of the Deliverable where no testing has taken place, in accordance with an agreed Correction Plan; and/or 8.2.2 in respect of a failure to Achieve the Secondary ATP Milestone Date or the CPP due to the Contractor's Default, without prejudice to any right or remedy pursuant to this Agreement or otherwise at law, terminate this Agreement forthwith by giving notice in writing in accordance with Clause 44.1.5(e)(i). 8.3 If the Contractor fails to Achieve the Primary ATP Milestone Date due to the Contractor's Default or this Agreement is terminated as a result of the Contractor's Default in the circumstances set out in Clause 8.2.2: 8.3.1 the Department shall be entitled to take whatever action is reasonable (including extending the provision of services under the Previous Agreement) to ensure the continued provision of administration services to the TPS, both at the current time and in the future; and 8.4 Where the Department issues a conditional Milestone Achievement Certificate as specified in Clause 8.2.1, it can choose (but does not have to) to revise the failed Milestone Date and any subsequent Milestone Date. 8.5 Any Correction Plan shall be agreed before the issue of a conditional Milestone Achievement Certificate unless the Department is willing to agree otherwise. In the latter case the Contractor shall submit a Correction Plan for approval by the Department within ten (10) Working Days of receipt of the Non-conformance Report.

DELAYS DUE TO CONTRACTOR DEFAULT. 8.1 If a Deliverable ‌ 46.1 This Clause 46 shall apply to the extent that the Contractor does not satisfy successfully Achieve a Test by the Test Success Criteria agreed date and/or Milestone by the relevant Milestone Date and such failure is not: 46.1.1 the result of an Unavoidable Delay; and/or 46.1.2 the result of a Milestone is not Achieved due to the Contractor's DefaultForce Majeure Event. 46.2 Where this Clause 46 applies, the Department shall promptly issue a Non- conformance Report to the Contractor categorising the Test Issues as described in the Testing Procedures or setting out in detail the non-conformities of the Deliverable where no testing has taken place, including any other reasons the Department has for not issuing a Milestone Achievement Certificate and the consequential impact the Department believes the delay may have on any other Milestones. The Department will then have the options set out in Clause 8.2. 8.2 The Department DCC may at its discretion (and without waiving any prejudice to its other rights and remedies): 46.2.1 waive its requirement in relation respect of the specific Test Success Criteria or other non-conformities that caused the Contractor not to Achieve the other optionsrelevant Test(s) and/or Milestone (together with a waiver of the Contractor’s obligation to prepare a Correction Plan in connection with the same);‌ 46.2.2 choose to: 8.2.1 to issue a Milestone Achievement Certificate conditional on the remediation Achievement of the Test Issues, or the non-conformities of the Deliverable where no testing has taken place, relevant Test(s) and/or Milestone in accordance with an agreed Correction Plan; and/orPlan (including as to timescales);‌ 8.2.2 in respect of a failure 46.2.3 require the Contractor to Achieve the Secondary ATP relevant Test(s) and/or Milestone Date or (as the CPP due to the Contractor's Default, without prejudice to any right or remedy pursuant to this Agreement or otherwise at law, terminate this Agreement forthwith by giving notice in writing case may be) in accordance with an agreed Correction Plan (including as to timescales);‌ 46.2.4 where the DCC has elected to proceed under Clause 44.1.5(e)(i). 8.3 If 46.2.2 or 46.2.3 and the Contractor fails has failed to comply with the relevant Correction Plan or the Correction Plan has failed to resolve the breach, require the Contractor (acting reasonably) to provide the DCC with a suitable alternative to the specific Deliverables or relevant part of the Contractor Solution (as opposed to requiring the Contractor to fundamentally alter the nature of the Contractor Solution) that did not Achieve the Primary ATP relevant Test(s) and/or Milestone Date due within such additional period as the DCC may determine, in which case the following shall apply: 46.2.4.1 to the Contractor's Default or this Agreement is terminated extent such alternative amounts to a Change, it shall be dealt with as a result of Change under Schedule 8.2 (Change Control); and 46.2.4.2 the Contractor's Default in the circumstances set out in Clause 8.2.2: 8.3.1 the Department Contractor shall not be entitled to take whatever action is reasonable (including extending an increase in the provision of services under the Previous Agreement) to ensure the continued provision of administration services Charges in relation to the TPSChange and shall bear its own costs associated with the preparation, both at the current time negotiation and in the futurefinalisation of any Impact Assessment; andor 8.4 Where the Department issues a conditional Milestone Achievement Certificate as specified in 46.2.5 exercise any applicable rights it may have under Clause 8.2.1, it can choose 40 (but does not have to) to revise the failed Milestone Date and any subsequent Milestone DateTermination Rights). 8.5 Any Correction Plan shall be agreed before the issue of a conditional Milestone Achievement Certificate unless the Department is willing to agree otherwise. In the latter case the Contractor shall submit a Correction Plan for approval by the Department within ten (10) Working Days of receipt of the Non-conformance Report.

DELAYS DUE TO CONTRACTOR DEFAULT. 8.1 If a Deliverable ‌ 12.1 This Clause 12 shall apply to the extent that the Contractor does not satisfy successfully Achieve a Test by the Test Success Criteria agreed date and/or Milestone by the relevant Milestone Date and such failure is not: 12.1.1 the result of an Unavoidable Delay; and/or 12.1.2 the result of a Milestone is not Achieved due to the Contractor's DefaultForce Majeure Event. 12.2 Where this Clause 12 applies, the Department shall promptly issue a Non- conformance Report to the Contractor categorising the Test Issues as described in the Testing Procedures or setting out in detail the non-conformities of the Deliverable where no testing has taken place, including any other reasons the Department has for not issuing a Milestone Achievement Certificate and the consequential impact the Department believes the delay may have on any other Milestones. The Department will then have the options set out in Clause 8.2. 8.2 The Department DCC may at its discretion (and without waiving prejudice to its other rights and remedies): 12.2.1 waive its requirement in respect of the specific Test Success Criteria or other non-conformities that caused the Contractor not to Achieve the relevant Test(s) and/or Milestone (together with a waiver of the Contractor’s obligation to prepare a Correction Plan in connection with the same); 12.2.2 unless there are any rights in relation Material Test Incident(s), choose to the other options) choose to: 8.2.1 issue a Milestone Achievement Certificate conditional on the remediation Achievement of the Test Issues, or the non-conformities of the Deliverable where no testing has taken place, relevant Test(s) and/or Milestone in accordance with an agreed Correction PlanPlan (including as to timescales); 12.2.3 require the Contractor to Achieve the relevant Test(s) and/or Milestone (as the case may be) in accordance with an agreed Correction Plan (including as to timescales); 12.2.4 where the DCC has elected to proceed under Clause 12.2.2 or 12.2.3 and the Contractor has failed to comply with the relevant Correction Plan or the Correction Plan has failed to resolve the breach, require the Contractor (acting reasonably) to provide the DCC with a suitable alternative to the specific Deliverables or relevant part of the Contractor Solution (as opposed to requiring the Contractor to fundamentally alter the nature of the Contractor Solution) that did not Achieve the relevant Test(s) and/or Milestone within such additional period as the DCC may determine, in which case the following shall apply: 12.2.4.1 to the extent such alternative amounts to a Change, it shall be dealt with as a Change under Schedule 8.2 (Change Control); and/orand 8.2.2 12.2.4.2 the Contractor shall not be entitled to an increase in the Charges in relation to the Change and shall bear its own costs associated with the preparation, negotiation and finalisation of any Impact Assessment; 12.2.5 in respect of any Project where Schedule 7.1 (Charges and Payment) identifies that Delay Payments are payable in respect of the Contractor's failure to achieve the associated Milestone, require the payment of such Delay Payments (which shall be deducted from the next invoice in connection with such Project or, in the absence of any such invoice or where such invoice is or is likely to be insufficient to cover such Delay Payments, shall be payable by the Contractor on demand); or 12.2.6 exercise any applicable rights it may have under Schedule 8.10 (Enhanced Scrutiny and Step-in) or Clause 0 (Termination Rights). 12.3 Where this Agreement (including any Statement of Work pursuant to Schedule 8.8 (Projects)) does not expressly provide for the payment of liquidated damages in respect of a failure Delay to Achieve a Milestone, the Secondary ATP Milestone Date or the CPP due DCC reserves its rights to the Contractor's Defaultother financial compensation, without prejudice to any right or remedy pursuant to this Agreement or otherwise at law, terminate this Agreement forthwith by giving notice in writing in accordance with including under Clause 44.1.5(e)(i52 (Indemnities - General). 8.3 If the Contractor fails to Achieve the Primary ATP Milestone Date due to the Contractor's Default or this Agreement is terminated as a result of the Contractor's Default in the circumstances set out in Clause 8.2.2: 8.3.1 the Department shall be entitled to take whatever action is reasonable (including extending the provision of services under the Previous Agreement) to ensure the continued provision of administration services to the TPS, both at the current time and in the future; and 8.4 12.4 Where the Department DCC issues a conditional Milestone Achievement Certificate as specified in accordance with Clause 8.2.112.2.2, it can choose may (but does is not have obliged to) to revise the failed Milestone Date and any subsequent Milestone Date. 8.5 12.5 Any Correction Plan shall be agreed before the issue of a conditional Milestone Achievement Certificate unless the Department is willing to agree otherwise. In the latter case the Contractor shall submit a Correction Plan for approval by the Department within ten (10) Working Days of receipt of the Non-conformance ReportDCC, in its discretion, agrees otherwise in writing.

DELAYS DUE TO CONTRACTOR DEFAULT. 8.1 If a Deliverable 12.1 This Clause 12 shall apply to the extent that the Contractor does not satisfy successfully Achieve a Test by the Test Success Criteria agreed date and/or Milestone by the relevant Milestone Date and such failure is not: 12.1.1 the result of an Unavoidable Delay; and/or 12.1.2 the result of a Milestone is not Achieved due to the Contractor's DefaultForce Majeure Event. 12.2 Where this Clause 12 applies, the Department shall promptly issue a Non- conformance Report to the Contractor categorising the Test Issues as described in the Testing Procedures or setting out in detail the non-conformities of the Deliverable where no testing has taken place, including any other reasons the Department has for not issuing a Milestone Achievement Certificate and the consequential impact the Department believes the delay may have on any other Milestones. The Department will then have the options set out in Clause 8.2. 8.2 The Department DCC may at its discretion (and without waiving prejudice to its other rights and remedies): 12.2.1 waive its requirement in respect of the specific Test Success Criteria or other non-conformities that caused the Contractor not to Achieve the relevant Test(s) and/or Milestone (together with a waiver of the Contractor’s obligation to prepare a Correction Plan in connection with the same); 12.2.2 unless there are any rights in relation Material Test Incident(s), choose to the other options) choose to: 8.2.1 issue a Milestone Achievement Certificate conditional on the remediation Achievement of the Test Issues, or the non-conformities of the Deliverable where no testing has taken place, relevant Test(s) and/or Milestone in accordance with an agreed Correction PlanPlan (including as to timescales); 12.2.3 require the Contractor to Achieve the relevant Test(s) and/or Milestone (as the case may be) in accordance with an agreed Correction Plan (including as to timescales); 12.2.4 where the DCC has elected to proceed under Clause 12.2.2 or 12.2.3 and the Contractor has failed to comply with the relevant Correction Plan or the Correction Plan has failed to resolve the breach, require the Contractor (acting reasonably) to provide the DCC with a suitable alternative to the specific Deliverables or relevant part of the Contractor Solution (as opposed to requiring the Contractor to fundamentally alter the nature of the Contractor Solution) that did not Achieve the relevant Test(s) and/or Milestone within such additional period as the DCC may determine, in which case the following shall apply: 12.2.4.1 to the extent such alternative amounts to a Change, it shall be dealt with as a Change under Schedule 8.2 (Change Control); and/orand 8.2.2 12.2.4.2 the Contractor shall not be entitled to an increase in the Charges in relation to the Change and shall bear its own costs associated with the preparation, negotiation and finalisation of any Impact Assessment; 12.2.5 in respect of any Project where Schedule 7.1 (Charges and Payment) identifies that Delay Payments are payable in respect of the Contractor's failure to achieve the associated Milestone, require the payment of such Delay Payments (which shall be deducted from the next invoice in connection with such Project or, in the absence of any such invoice or where such invoice is or is likely to be insufficient to cover such Delay Payments, shall be payable by the Contractor on demand); or 12.2.6 exercise any applicable rights it may have under Schedule 8.10 (Enhanced Scrutiny and Step-in) or Clause Error! Reference source not found. (Termination Rights). 12.3 Where this Agreement (including any Statement of Work pursuant to Schedule 8.8 (Projects)) does not expressly provide for the payment of liquidated damages in respect of a failure Delay to Achieve a Milestone, the Secondary ATP Milestone Date or the CPP due DCC reserves its rights to the Contractor's Defaultother financial compensation, without prejudice to any right or remedy pursuant to this Agreement or otherwise at law, terminate this Agreement forthwith by giving notice in writing in accordance with including under Clause 44.1.5(e)(iError! Reference source not found. (Indemnities - General). 8.3 If the Contractor fails to Achieve the Primary ATP Milestone Date due to the Contractor's Default or this Agreement is terminated as a result of the Contractor's Default in the circumstances set out in Clause 8.2.2: 8.3.1 the Department shall be entitled to take whatever action is reasonable (including extending the provision of services under the Previous Agreement) to ensure the continued provision of administration services to the TPS, both at the current time and in the future; and 8.4 12.4 Where the Department DCC issues a conditional Milestone Achievement Certificate as specified in accordance with Clause 8.2.112.2.2, it can choose may (but does is not have obliged to) to revise the failed Milestone Date and any subsequent Milestone Date. 8.5 12.5 Any Correction Plan shall be agreed before the issue of a conditional Milestone Achievement Certificate unless the Department is willing to agree otherwise. In the latter case the Contractor shall submit a Correction Plan for approval by the Department within ten (10) Working Days of receipt of the Non-conformance ReportDCC, in its discretion, agrees otherwise in writing.

DELAYS DUE TO CONTRACTOR DEFAULT. 8.1 If a Deliverable ‌ 46.1 This Clause 46 shall apply to the extent that the Contractor does not satisfy successfully Achieve a Test by the Test Success Criteria agreed date and/or Milestone by the relevant Milestone Date and such failure is not: 46.1.1 the result of an Unavoidable Delay; and/or 46.1.2 the result of a Milestone is not Achieved due to the Contractor's DefaultForce Majeure Event. 46.2 Where this Clause 46 applies, the Department shall promptly issue a Non- conformance Report to the Contractor categorising the Test Issues as described in the Testing Procedures or setting out in detail the non-conformities of the Deliverable where no testing has taken place, including any other reasons the Department has for not issuing a Milestone Achievement Certificate and the consequential impact the Department believes the delay may have on any other Milestones. The Department will then have the options set out in Clause 8.2. 8.2 The Department DCC may at its discretion (and without waiving any prejudice to its other rights and remedies): 46.2.1 waive its requirement in relation respect of the specific Test Success Criteria or other non-conformities that caused the Contractor not to Achieve the other optionsrelevant Test(s) and/or Milestone (together with a waiver of the Contractor’s obligation to prepare a Correction Plan in connection with the same);‌ 46.2.2 choose to: 8.2.1 to issue a Milestone Achievement Certificate conditional on the remediation Achievement of the Test Issues, or the non-conformities of the Deliverable where no testing has taken place, relevant Test(s) and/or Milestone in accordance with an agreed Correction Plan; and/orPlan (including as to timescales); 8.2.2 in respect of a failure 46.2.3 require the Contractor to Achieve the Secondary ATP relevant Test(s) and/or Milestone Date or (as the CPP due to the Contractor's Default, without prejudice to any right or remedy pursuant to this Agreement or otherwise at law, terminate this Agreement forthwith by giving notice in writing case may be) in accordance with an agreed Correction Plan (including as to timescales); 46.2.4 where the DCC has elected to proceed under Clause 44.1.5(e)(i). 8.3 If 46.2.2 or 46.2.3 and the Contractor fails has failed to comply with the relevant Correction Plan or the Correction Plan has failed to resolve the breach, require the Contractor (acting reasonably) to provide the DCC with a suitable alternative to the specific Deliverables or relevant part of the Contractor Solution (as opposed to requiring the Contractor to fundamentally alter the nature of the Contractor Solution) that did not Achieve the Primary ATP relevant Test(s) and/or Milestone Date due within such additional period as the DCC may determine, in which case the following shall apply: 46.2.4.1 to the Contractor's Default or this Agreement is terminated extent such alternative amounts to a Change, it shall be dealt with as a result of Change under Schedule 8.2 (Change Control); and 46.2.4.2 the Contractor's Default in the circumstances set out in Clause 8.2.2: 8.3.1 the Department Contractor shall not be entitled to take whatever action is reasonable (including extending an increase in the provision of services under the Previous Agreement) to ensure the continued provision of administration services Charges in relation to the TPSChange and shall bear its own costs associated with the preparation, both at the current time negotiation and in the futurefinalisation of any Impact Assessment; andor 8.4 Where the Department issues a conditional Milestone Achievement Certificate as specified in 46.2.5 exercise any applicable rights it may have under Clause 8.2.1, it can choose 40 (but does not have to) to revise the failed Milestone Date and any subsequent Milestone DateTermination Rights). 8.5 Any Correction Plan shall be agreed before the issue of a conditional Milestone Achievement Certificate unless the Department is willing to agree otherwise. In the latter case the Contractor shall submit a Correction Plan for approval by the Department within ten (10) Working Days of receipt of the Non-conformance Report.