Common use of NOTIFICATION OF SIGNIFICANT ISSUES Clause in Contracts

NOTIFICATION OF SIGNIFICANT ISSUES. DA must give reasonable notice to the Commonwealth if it becomes aware of any significant issues that will materially affect or have affected DA or any of its subsidiaries’ ability to achieve the objectives stated in its Strategic Plan or comply with its obligations under this Agreement or the Act. CONFLICT OF INTEREST DA warrants that, at the Agreement Date, no conflict of interest exists or is likely to arise in the performance of its obligations under this Agreement. If a conflict of interest, or risk of a conflict of interest, arises in the performance of DA’s obligations under this Agreement, DA must notify the Commonwealth of that conflict or risk and take steps acceptable to the Commonwealth to resolve or avoid the conflict. REVIEW OF PERFORMANCE DA must complete a Performance Review and deliver the final Performance Review Report to the Commonwealth at least six months before the expiry of this Agreement, but no more than 12 months before the expiry of this Agreement without the agreement of the Commonwealth. DA must agree the terms of reference for the Performance Review with the Commonwealth at least three months before the Performance Review commences. DA must engage, at its own cost, an independent organisation to undertake the Performance Review and prepare the Performance Review Report. The organisation engaged to undertake the Performance Review required under clause 18.3 must not within the previous four years have carried out any corporate governance activity or reviews, performance audit or similar reviews of DA. The terms of reference for the Performance Review must take into account DA’s performance in: meeting its obligations under this Agreement and the Act; implementing governance arrangements and practices for ensuring proper use and management of the Funds; meeting the planned outcomes and targets of its Strategic Plan; delivering benefits to members, Xxxx Xxxxxx and the broader community; consulting with Xxxx Xxxxxx and Industry Representative Bodies; and any other matters consistent with DA’s Strategic Plan and the Act the Commonwealth requires the Performance Review to cover. DA must provide the Commonwealth with a copy of the draft Performance Review Report at the same time as DA receives a copy. DA must provide the final Performance Review Report to the Commonwealth within 14 days of acceptance by the Board. DA must develop a response to the final Performance Review Report and a proposed implementation plan including dates and milestones for the implementation of recommendations within three months of the Board’s acceptance of the Performance Review Report; and provide the response to the Commonwealth within 30 days of the Board’s acceptance of that response. The Parties must take the outcomes of the latest Performance Review Report into account when negotiating renewal of this Agreement. DA must publish the most recent Performance Review Report on its public website at least 28 days prior to sending out ballot papers for any Poll. PERFORMANCE MANAGEMENT Notwithstanding any other provision in this Agreement, the Commonwealth may review DA’s performance and compliance with this Agreement or the Act, at any time during the term of this Agreement. In reviewing DA’s performance and compliance with this Agreement or the Act, the Commonwealth will consult with DA and may have regard to any information available to it. The Commonwealth may also request additional reports or explanations relating to management and expenditure of the Funds from DA, including an audit report or opinion to inform its consideration. Note: For the avoidance of doubt, consultation includes providing advice to DA as to the nature of the Commonwealth’s concerns and discussing any information provided. Having regard to information available to it would include considering the potential to resolve performance concerns on the basis of information provided by DA through consultations. DA must give the Commonwealth any additional reports or explanations that the Commonwealth requests as soon as reasonably practicable. If the Commonwealth requests an audit report or opinion, DA must at its own expense: promptly obtain the audit report or opinion from DA’s auditor; or if, in the opinion of the Commonwealth, the audit report or opinion cannot be properly given by DA's auditor, promptly engage another auditor to conduct an audit and give the audit report or opinion; and give a copy of the audit report or opinion to the Commonwealth within 14 days after DA receives it. The Commonwealth may: issue a notice requiring DA to take actions in relation to the outcomes or recommendations of any review under clause 19 within a reasonable timeframe or within the timeframe (if any) specified in the notice. Before issuing a notice under clause 19.5 the Commonwealth will provide DA an opportunity to review and comment on performance issues raised in the review; or provide a report of a review (or extract of its recommendations) to DA for its consideration and response. DA must: within 30 days of receiving the report, provide a notice to the Commonwealth detailing the actions it intends to undertake to address the recommendations of the report; within 60 days of receiving the report, negotiate in good faith with the Commonwealth any recommendations of the report or review that DA has not agreed to implement; and within 90 days of receiving the report, provide the Commonwealth with a written report detailing progress and substantiating the actions it has taken in implementing the recommendations of the report. In each Annual Report, DA must include a written report detailing progress and substantiating the actions it has taken in implementing the recommendations of the report until all the recommendations that DA has agreed to implement under clause 19.5 (b) or the Commonwealth has directed DA to implement under clause 19.5 (a) are implemented to the satisfaction of the Commonwealth. REDUCTION, SUSPENSION OR TERMINATION OF THE AGREEMENT Without limiting any other rights or remedies the Commonwealth may have against DA arising out of or in connection with this Agreement, the Commonwealth may terminate this Agreement effective immediately, by giving notice to DA, if: an Insolvency Event occurs; or DA ceases to be the Industry Services Body under the Act; or there has been a material breach by DA or its officers or its Directors of this Agreement, the Act, the Corporations Act or another law; or there has been a change to DA’s Constitution which the Commonwealth considers to be in conflict with this Agreement or the Act. Without limiting any other rights available to the Commonwealth, if: an event has occurred which would entitle the Commonwealth to terminate the Agreement under clause 20.1; and/or there has been a change in Commonwealth policy relating to raising or spending of the Funds; then subject to clause 20.3, the Commonwealth may, by providing notice to DA: direct DA to deal with all or any of the Funds in a certain way and/or reduce the amount of payment of the Funds that would otherwise be made; and/or suspend payment of any or all of the Funds. If an event outlined in clause 20.2(b) occurs, the Commonwealth may terminate this Agreement by undertaking the following steps in order: provide an explanation to DA of its intention to terminate and consult with DA in relation to that explanation issue a notice to DA advising DA it has not less than three months to respond to the explanation provided in clause 20.3(a): have regard to any matters raised by DA in response (including, but not limited to, matters related to any long term commitments of DA); and issue a notice of termination, specifying the date on which such termination shall be effective, provided that such date is not earlier than six months after the issue of the notice. Where a termination notice has been issued, DA must prepare a plan for cessation of operations of DA as the Industry Services Body, including arrangements for: the repayment or transfer of the Funds to, or as directed by, the Commonwealth; and the payment of employee entitlements and other commitments and expenses; by the termination date specified in that notice, or within such other period as the parties agree; and management of any Activities extending beyond the termination date.

NOTIFICATION OF SIGNIFICANT ISSUES. DA FWPA must give reasonable notice to the Commonwealth if it becomes aware of any significant issues that will materially affect or have affected DA FWPA or any of its subsidiaries’ ability to achieve the objectives stated in its Strategic Plan or comply with its obligations under this Agreement or the Act. CONFLICT OF INTEREST DA FWPA warrants that, at the Agreement Date, no conflict of interest exists or is likely to arise in the performance of its obligations under this Agreement. If a conflict of interest, or risk of a conflict of interest, arises in the performance of DAFWPA’s obligations under this Agreement, DA FWPA must notify the Commonwealth of that conflict or risk and take steps acceptable to the Commonwealth to resolve or avoid the conflict. REVIEW OF PERFORMANCE DA FWPA must complete a Performance Review and deliver the final Performance Review Report to the Commonwealth at least six months before the expiry of this Agreement, but no more than 12 months before the expiry of this Agreement without the agreement of the Commonwealth. DA FWPA must agree to the terms of reference for the Performance Review with the Commonwealth at least three months before the Performance Review commences. DA FWPA must engage, at its own cost, an independent organisation to undertake the Performance Review and prepare the Performance Review Report. The organisation engaged to undertake the Performance Review required under clause 18.3 must not not, within the previous four years years, have carried out any corporate governance activity or reviews, performance audit or similar reviews of DAFWPA. The terms of reference for the Performance Review must take into account DAFWPA’s performance in: meeting its obligations under this Agreement and the Act; implementing governance arrangements and practices for ensuring proper use and management of the Funds; meeting the planned outcomes and targets of its Strategic Plan; delivering benefits to members, Xxxx Xxxxxx, Industry and the broader community and meeting the needs of members, Xxxx Xxxxxx and the broader communityIndustry; consulting with Xxxx Xxxxxx and Industry Representative Bodiestheir representative bodies; and any other matters consistent with DAFWPA’s Strategic Plan and the Act Act, which the Commonwealth requires the Performance Review to cover. DA FWPA must provide the Commonwealth with a copy of the draft Performance Review Report at the same time as DA FWPA receives a copy. DA FWPA must provide the final Performance Review Report to the Commonwealth within 14 days of acceptance by the Board. DA FWPA must develop a response to the final Performance Review Report and a proposed implementation plan including dates and milestones for the implementation of recommendations within three months one month of the Board’s acceptance of the Performance Review Report; and provide the response to the Commonwealth within 30 days of the Board’s acceptance of that response. The Parties must take the outcomes of the latest Performance Review Report into account when negotiating renewal of this Agreement. DA FWPA must publish the most recent latest Performance Review Report on its public website at least 28 days prior to sending out ballot papers for any Poll. PERFORMANCE MANAGEMENT Notwithstanding any other provision in this Agreementwebsite, the Commonwealth may review DA’s performance and compliance with this Agreement or the Act, at any time during the term of this Agreement. In reviewing DA’s performance and compliance with this Agreement or the Act, the Commonwealth will consult with DA and may have regard to any information available to it. The Commonwealth may also request additional reports or explanations relating to management and expenditure of the Funds from DA, including an audit report or opinion to inform its consideration. Note: For the avoidance of doubt, consultation includes providing advice to DA as to the nature of the Commonwealth’s concerns and discussing any information provided. Having regard to information available to it would include considering the potential to resolve performance concerns on the basis of information provided by DA through consultations. DA must give the Commonwealth any additional reports or explanations that the Commonwealth requests as soon as reasonably practicable. If the Commonwealth requests an audit report or opinion, DA must at its own expense: promptly obtain the audit report or opinion from DA’s auditor; or if, in the opinion of the Commonwealth, the audit report or opinion cannot be properly given by DA's auditor, promptly engage another auditor to conduct an audit and give the audit report or opinion; and give a copy of the audit report or opinion to the Commonwealth within 14 no later than 10 days after DA receives it. The Commonwealth may: issue a notice requiring DA to take actions in relation to the outcomes or recommendations of any review under clause 19 within a reasonable timeframe or within the timeframe (if any) specified in the notice. Before issuing a notice under clause 19.5 the Commonwealth will provide DA an opportunity to review and comment on performance issues raised in the review; or provide a report of a review (or extract of its recommendations) to DA for its consideration and response. DA must: within 30 days of receiving the report, provide a notice to the Commonwealth detailing the actions it intends to undertake to address the recommendations of the report; within 60 days of receiving the report, negotiate in good faith with the Commonwealth any recommendations of the report or review that DA has not agreed to implement; and within 90 days of receiving the report, provide the Commonwealth with a written report detailing progress and substantiating the actions it has taken in implementing the recommendations of the report. In each Annual Report, DA must include a written report detailing progress and substantiating the actions it has taken in implementing the recommendations of the report until all the recommendations that DA has agreed to implement under clause 19.5 (b) or the Commonwealth has directed DA to implement under clause 19.5 (a) are implemented to the satisfaction of the Commonwealth. REDUCTION, SUSPENSION OR TERMINATION OF THE AGREEMENT Without limiting any other rights or remedies the Commonwealth may have against DA arising out of or in connection with this Agreement, the Commonwealth may terminate this Agreement effective immediately, by giving notice to DA, if: an Insolvency Event occurs; or DA ceases to be the Industry Services Body under the Act; or there has been a material breach by DA or its officers or its Directors of this Agreement, the Act, the Corporations Act or another law; or there has been a change to DA’s Constitution which the Commonwealth considers to be in conflict with this Agreement or the Act. Without limiting any other rights available to the Commonwealth, if: an event has occurred which would entitle the Commonwealth to terminate the Agreement under clause 20.1; and/or there has been a change in Commonwealth policy relating to raising or spending of the Funds; then subject to clause 20.3, the Commonwealth may, by providing notice to DA: direct DA to deal with all or any of the Funds in a certain way and/or reduce the amount of payment of the Funds that would otherwise be made; and/or suspend payment of any or all of the Funds. If an event outlined in clause 20.2(b) occurs, the Commonwealth may terminate this Agreement by undertaking the following steps in order: provide an explanation to DA of its intention to terminate and consult with DA in relation to that explanation issue a notice to DA advising DA it has not less than three months to respond to the explanation provided in clause 20.3(a): have regard to any matters raised by DA in response (including, but not limited to, matters related to any long term commitments of DA); and issue a notice of termination, specifying the date on which such termination shall be effective, provided that such date is not earlier than six months after the issue of the notice. Where a termination notice has been issued, DA must prepare a plan for cessation of operations of DA as the Industry Services Body, including arrangements for: the repayment or transfer of the Funds to, or as directed by, the Commonwealth; and the payment of employee entitlements and other commitments and expenses; by the termination date specified in that notice, or within such other period as the parties agree; and management of any Activities extending beyond the termination datefinalised.

NOTIFICATION OF SIGNIFICANT ISSUES. DA LiveCorp must give reasonable notice to the Commonwealth if it becomes aware of any significant issues that will materially affect or have affected DA LiveCorp or any of its subsidiaries’ ability to achieve the objectives stated in its Strategic Plan or comply with its obligations under this Agreement or the Act. CONFLICT OF INTEREST DA LiveCorp warrants that, at the Agreement Date, no conflict of interest interests exists or is likely to arise in the performance of its obligations under this Agreement. If a conflict of interest, or risk of a conflict of interest, arises in the performance of DALiveCorp’s obligations under this Agreement, DA LiveCorp must notify the Commonwealth of that conflict or risk and take steps acceptable to the Commonwealth to resolve or avoid the conflict. REVIEW OF PERFORMANCE DA LiveCorp must complete a Performance Review and deliver the final Performance Review Report to the Commonwealth at least six months before the expiry of this Agreement, but no more than 12 months before the expiry of this Agreement Agreement, without the agreement of the Commonwealth. DA LiveCorp must agree the terms of reference for the Performance Review with the Commonwealth at least three months before the Performance Review commences. DA LiveCorp must engage, at its own cost, an independent organisation to undertake the Performance Review and prepare the Performance Review Report. The organisation engaged to undertake the Performance Review required under clause 18.3 must not not, within the previous four years years, have carried out any corporate governance activity or reviews, performance audit or similar reviews of DALiveCorp. The terms of reference for the Performance Review must take into account DALiveCorp’s performance in: meeting its obligations under this Agreement and the Act; implementing governance arrangements and practices for ensuring proper use and management of the Funds; meeting the planned outcomes and targets of its Strategic Plan; delivering benefits to members, Xxxx Xxxxxx Xxxxxx, Industry and the broader community; satisfying the Research & Development and Marketing interests and meeting the needs of members, Xxxx Xxxxxx and the Industry; managing and investing Funds under the Donor Arrangement; consulting with Xxxx Xxxxxx and Prescribed Industry Representative BodiesBodies and other stakeholders; and any other matters consistent with DALiveCorp’s Strategic Plan and the Act the Commonwealth requires the Performance Review to cover. DA LiveCorp must ensure the Performance Review and the Performance Review Report addresses all aspects of the agreed terms of reference. LiveCorp must provide the Commonwealth with a copy of the draft Performance Review Report at the same time as DA LiveCorp receives a copy. DA LiveCorp must provide the final Performance Review Report to the Commonwealth within 14 days of acceptance by the Board. DA LiveCorp must develop a response to the final Performance Review Report and a proposed implementation plan including dates and milestones for the implementation of recommendations within three months of the Board’s acceptance of the Performance Review Report; and provide the response to the Commonwealth within 30 days of the Board’s acceptance of that response. The Parties must take the outcomes of the latest Performance Review Report into account when negotiating renewal of this Agreement. DA must LiveCorp must: publish the most recent Performance Review Report on its public website at least 28 days prior to sending out ballot papers for any Poll. PERFORMANCE MANAGEMENT Notwithstanding any other provision in this Agreement, the Commonwealth may review DA’s performance website; and compliance with this Agreement or the Act, at any time during the term of this Agreement. In reviewing DA’s performance and compliance with this Agreement or the Act, the Commonwealth will consult with DA and may have regard to any information make available to it. The Commonwealth may also request additional reports or explanations relating to management and expenditure copies of the Funds from DA, including an audit report or opinion to inform its consideration. Note: For the avoidance of doubt, consultation includes providing advice to DA as to the nature of the Commonwealth’s concerns and discussing any information provided. Having regard to information available to it would include considering the potential to resolve performance concerns on the basis of information provided by DA through consultations. DA must give the Commonwealth any additional reports or explanations that the Commonwealth requests as soon as reasonably practicable. If the Commonwealth requests an audit report or opinion, DA must Performance Review Report at its own expense: promptly obtain the audit report or opinion from DA’s auditor; or if, in the opinion of the Commonwealth, the audit report or opinion cannot be properly given by DA's auditor, promptly engage another auditor next annual general meeting to conduct an audit Levy Payers and give the audit report or opinion; and give a copy of the audit report or opinion to the Commonwealth within 14 days after DA receives it. The Commonwealth may: issue a notice requiring DA to take actions in relation to the outcomes or recommendations of any review under clause 19 within a reasonable timeframe or within the timeframe (if any) specified in the notice. Before issuing a notice under clause 19.5 the Commonwealth will provide DA an opportunity to review and comment on performance issues raised in the review; or provide a report of a review (or extract of its recommendations) to DA for its consideration and response. DA must: within 30 days of receiving the report, provide a notice to the Commonwealth detailing the actions it intends to undertake to address the recommendations of the report; within 60 days of receiving the report, negotiate in good faith with the Commonwealth any recommendations of the report or review that DA has not agreed to implement; and within 90 days of receiving the report, provide the Commonwealth with a written report detailing progress and substantiating the actions it has taken in implementing the recommendations of the report. In each Annual Report, DA must include a written report detailing progress and substantiating the actions it has taken in implementing the recommendations of the report until all the recommendations that DA has agreed to implement under clause 19.5 (b) or the Commonwealth has directed DA to implement under clause 19.5 (a) are implemented to the satisfaction of the Commonwealth. REDUCTION, SUSPENSION OR TERMINATION OF THE AGREEMENT Without limiting any other rights or remedies the Commonwealth may have against DA arising out of or in connection with this Agreement, the Commonwealth may terminate this Agreement effective immediately, by giving notice to DA, if: an Insolvency Event occurs; or DA ceases to be the Prescribed Industry Services Body under the Act; or there has been a material breach by DA or its officers or its Directors of this Agreement, the Act, the Corporations Act or another law; or there has been a change to DA’s Constitution which the Commonwealth considers to be in conflict with this Agreement or the Act. Without limiting any other rights available to the Commonwealth, if: an event has occurred which would entitle the Commonwealth to terminate the Agreement under clause 20.1; and/or there has been a change in Commonwealth policy relating to raising or spending of the Funds; then subject to clause 20.3, the Commonwealth may, by providing notice to DA: direct DA to deal with all or any of the Funds in a certain way and/or reduce the amount of payment of the Funds that would otherwise be made; and/or suspend payment of any or all of the Funds. If an event outlined in clause 20.2(b) occurs, the Commonwealth may terminate this Agreement by undertaking the following steps in order: provide an explanation to DA of its intention to terminate and consult with DA in relation to that explanation issue a notice to DA advising DA it has not less than three months to respond to the explanation provided in clause 20.3(a): have regard to any matters raised by DA in response (including, but not limited to, matters related to any long term commitments of DA); and issue a notice of termination, specifying the date on which such termination shall be effective, provided that such date is not earlier than six months after the issue of the notice. Where a termination notice has been issued, DA must prepare a plan for cessation of operations of DA as the Industry Services Body, including arrangements for: the repayment or transfer of the Funds to, or as directed by, the Commonwealth; and the payment of employee entitlements and other commitments and expenses; by the termination date specified in that notice, or within such other period as the parties agree; and management of any Activities extending beyond the termination dateBodies.

NOTIFICATION OF SIGNIFICANT ISSUES. DA SRA must give reasonable notice to the Commonwealth if it becomes aware of any significant issues that will materially affect or have affected DA SRA or any of its subsidiaries’ subsidiaries ability to achieve the objectives stated in its Strategic Plan or comply with its obligations under this Agreement or the Act. CONFLICT OF INTEREST DA SRA warrants that, at the Agreement Date, no conflict of interest exists or is likely to arise in the performance of its obligations under this Agreement. If a conflict of interest, or risk of a conflict of interest, arises in the performance of DASRA’s obligations under this Agreement, DA SRA must notify the Commonwealth of that conflict or risk and take steps acceptable to the Commonwealth to resolve or avoid the conflict. REVIEW OF PERFORMANCE DA SRA must complete a Performance Review and deliver the final Performance Review Report to the Commonwealth at least six months before the expiry of this Agreement, but no more than 12 months before the expiry of this Agreement without the agreement of the Commonwealth. DA SRA must agree the terms of reference for the Performance Review with the Commonwealth at least three months before the Performance Review commences. DA SRA must engage, at its own cost, engage an independent organisation to undertake the Performance Review and prepare the Performance Review Report. The organisation engaged to undertake the Performance Review required under clause 18.3 must not not, within the previous four years years, have carried out any corporate governance activity or reviews, performance audit or similar reviews of DASRA. The terms of reference for the Performance Review must take into account DASRA’s performance in: meeting its obligations under this Agreement and the Act; implementing governance arrangements and practices for ensuring proper use and management of the Funds; meeting the planned outcomes and targets of its Strategic Plan; delivering benefits to members, Xxxx Xxxxxx, Industry and the broader community and meeting the needs of members, Xxxx Xxxxxx and the broader communityIndustry; consulting with Xxxx Xxxxxx and Industry Representative Bodiestheir representative bodies; and any other matters consistent with DASRA’s Strategic Plan and the Act Act, which the Commonwealth requires the Performance Review to cover. DA SRA must provide the Commonwealth with a copy of the draft Performance Review Report at the same time as DA SRA receives a copy. DA must , and provide the final Performance Review Report to the Commonwealth within 14 days of acceptance by it being provided to the Board. DA SRA must develop a response to the final Performance Review Report and a proposed implementation plan including dates and milestones for the implementation of recommendations within three months one month of the Board’s acceptance of the Performance Review Report; and provide the response to the Commonwealth within 30 days of the Board’s acceptance of that response. The Parties must take the outcomes of the latest Performance Review Report into account when negotiating renewal of this Agreement. DA SRA must publish the most recent latest Performance Review Report on its public website at least 28 days prior to sending out ballot papers for any Poll. PERFORMANCE MANAGEMENT Notwithstanding any other provision in this Agreementwebsite, the Commonwealth may review DA’s performance and compliance with this Agreement or the Act, at any time during the term of this Agreement. In reviewing DA’s performance and compliance with this Agreement or the Act, the Commonwealth will consult with DA and may have regard to any information available to it. The Commonwealth may also request additional reports or explanations relating to management and expenditure of the Funds from DA, including an audit report or opinion to inform its consideration. Note: For the avoidance of doubt, consultation includes providing advice to DA as to the nature of the Commonwealth’s concerns and discussing any information provided. Having regard to information available to it would include considering the potential to resolve performance concerns on the basis of information provided by DA through consultations. DA must give the Commonwealth any additional reports or explanations that the Commonwealth requests as soon as reasonably practicable. If the Commonwealth requests an audit report or opinion, DA must at its own expense: promptly obtain the audit report or opinion from DA’s auditor; or if, in the opinion of the Commonwealth, the audit report or opinion cannot be properly given by DA's auditor, promptly engage another auditor to conduct an audit and give the audit report or opinion; and give a copy of the audit report or opinion to the Commonwealth within 14 no later than 10 days after DA receives it. The Commonwealth may: issue a notice requiring DA to take actions in relation to the outcomes or recommendations of any review under clause 19 within a reasonable timeframe or within the timeframe (if any) specified in the notice. Before issuing a notice under clause 19.5 the Commonwealth will provide DA an opportunity to review and comment on performance issues raised in the review; or provide a report of a review (or extract of its recommendations) to DA for its consideration and response. DA must: within 30 days of receiving the report, provide a notice to the Commonwealth detailing the actions it intends to undertake to address the recommendations of the report; within 60 days of receiving the report, negotiate in good faith with the Commonwealth any recommendations of the report or review that DA has not agreed to implement; and within 90 days of receiving the report, provide the Commonwealth with a written report detailing progress and substantiating the actions it has taken in implementing the recommendations of the report. In each Annual Report, DA must include a written report detailing progress and substantiating the actions it has taken in implementing the recommendations of the report until all the recommendations that DA has agreed to implement under clause 19.5 (b) or the Commonwealth has directed DA to implement under clause 19.5 (a) are implemented to the satisfaction of the Commonwealth. REDUCTION, SUSPENSION OR TERMINATION OF THE AGREEMENT Without limiting any other rights or remedies the Commonwealth may have against DA arising out of or in connection with this Agreement, the Commonwealth may terminate this Agreement effective immediately, by giving notice to DA, if: an Insolvency Event occurs; or DA ceases to be the Industry Services Body under the Act; or there has been a material breach by DA or its officers or its Directors of this Agreement, the Act, the Corporations Act or another law; or there has been a change to DA’s Constitution which the Commonwealth considers to be in conflict with this Agreement or the Act. Without limiting any other rights available to the Commonwealth, if: an event has occurred which would entitle the Commonwealth to terminate the Agreement under clause 20.1; and/or there has been a change in Commonwealth policy relating to raising or spending of the Funds; then subject to clause 20.3, the Commonwealth may, by providing notice to DA: direct DA to deal with all or any of the Funds in a certain way and/or reduce the amount of payment of the Funds that would otherwise be made; and/or suspend payment of any or all of the Funds. If an event outlined in clause 20.2(b) occurs, the Commonwealth may terminate this Agreement by undertaking the following steps in order: provide an explanation to DA of its intention to terminate and consult with DA in relation to that explanation issue a notice to DA advising DA it has not less than three months to respond to the explanation provided in clause 20.3(a): have regard to any matters raised by DA in response (including, but not limited to, matters related to any long term commitments of DA); and issue a notice of termination, specifying the date on which such termination shall be effective, provided that such date is not earlier than six months after the issue of the notice. Where a termination notice has been issued, DA must prepare a plan for cessation of operations of DA as the Industry Services Body, including arrangements for: the repayment or transfer of the Funds to, or as directed by, the Commonwealth; and the payment of employee entitlements and other commitments and expenses; by the termination date specified in that notice, or within such other period as the parties agree; and management of any Activities extending beyond the termination datefinalised.