Common use of PERFORMANCE AND TERMINATION Clause in Contracts

PERFORMANCE AND TERMINATION. 15.1 Termination for breach or Insolvency Event a. The Company may, without prejudice to any other right which the Company may have, terminate the whole or part of this Agreement by written notice to the Contractor, to be effective from the date specified in the notice, if: i. an Insolvency Event occurs in relation to the Contractor; ii. the Company is dissatisfied with the Services provided; In the case of termination due to dissatisfaction with the Services, notice will be given including the reasons for dissatisfaction and such notice will state the actions required by the Contractor to remedy any dissatisfaction with the Services and the time in which it must be completed or the Agreement will be terminated; iii. the Contractor breaches a provision of this Agreement and, if the breach is capable of being remedied, does not remedy such breach within five working days from the date of written notice by the Company to the Contractor requiring the breach to be remedied; iv. the Contractor or its Personnel behave in a way that is fundamentally inconsistent with the conduct of a technical professional including serious misconduct, or conduct in private life that is likely to bring the Company into disrepute; v. the Contractor or any of its Personnel is convicted of a criminal offence; or vi. the Contractor provides to the Company a clear indication that it will not or is unable to perform its duties under this Agreement. b. Upon such termination for breach, the Company will: i. pay any outstanding invoices that relate to Services provided they are not in dispute with the Contractor. The Company is not required to pay to the Contractor any money which is the subject of an invoice relating to Services provided which are in dispute whether such invoice is delivered before or after the notice of termination; and

PERFORMANCE AND TERMINATION. 15.1 Termination for breach or Insolvency Event a. The Company may, without prejudice to any other right which the Company may have, terminate the whole or part (including a relevant Task Order) of this Agreement by written notice to the Contractor, to be effective from the date specified in the notice, if: i. an Insolvency Event occurs in relation to the Contractor; ii. the Company is dissatisfied with the Services provided; In the case of termination due to dissatisfaction with the Services, notice will be given including the reasons for dissatisfaction and such notice will state the actions required by the Contractor to remedy any dissatisfaction with the Services and the time in which it must be completed or the Agreement will be terminated; iii. the Contractor breaches a provision of this Agreement and, if the breach is capable of being remedied, does not remedy such breach within five working days from the date of written notice by the Company to the Contractor requiring the breach to be remedied; iv. the Contractor or its Personnel behave in a way that is fundamentally inconsistent with the conduct of a technical professional including serious misconduct, or conduct in private life that is likely to bring the Company into disrepute; v. the Contractor or any of its Personnel is convicted of a criminal offence; or vi. the Contractor provides to the Company a clear indication that it will not or is unable to perform its duties under this Agreement. b. Upon such termination for breach, the Company will: i. pay any outstanding invoices that relate to Services provided they are not in dispute with the Contractor. The Company is not required to pay to the Contractor any money which is the subject of an invoice relating to Services provided which are in dispute whether such invoice is delivered before or after the notice of termination; and