Common use of Termination for Cause by the Authority Clause in Contracts

Termination for Cause by the Authority. The Authority may terminate this Framework Agreement by giving written notice of termination to the Supplier with immediate effect (or with effect from such later date as the Authority may specify in the notice) if one or more of the following circumstances exist: the Supplier commits any Default under this Framework Agreement which is material and either: the Supplier has not remedied such material Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice specifying the Default and requesting it to be remedied; or the material Default is not, in the reasonable opinion of the Authority, capable of remedy; and/or the Supplier commits a Persistent Failure; and/or the Supplier fails to accept an Order in accordance with Framework Schedule 6 (Ordering Procedure); and/or a Contracting Body terminates a Call-Off Agreement for the Supplier’s breach of that Call-Off Agreement; and/or an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Authority Management Charge due; and/or the Supplier refuses or fails to comply with its obligations as set out in paragraph 17 of Framework Schedule 8 (Value for Money); and/or the Authority is entitled to terminate this Framework Agreement pursuant to: Clause 8.6 (Prevention of Bribery and Corruption); Clause 9.3 (Conflict of Interest); Clause 10.3 (Safeguard against Fraud); Clause 18.12 (Confidentiality); Clause 20 (Official Secrets Acts); and/or Paragraph 2 of Part B of Framework Schedule 2 (Services and Key Performance Indicators); in the reasonable opinion of the Authority there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Supplier's ability to supply the Services under this Framework Agreement; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Services under this Framework Agreement; and/or an Insolvency Event affecting the Supplier occurs; and/or the Supplier is in material Default of: Clause 7 (Warranties and Representations); Clause 11 (Call-Off Agreement Performance); Clause 12 (Statutory Requirements and Standards); Clause 13 (Non-Discrimination); Clause 14 (Provision of Management Information); Clause 15 (Authority Management Charge); Clause 16 (Records and Audit Access); Clause 21 (Data Protection); Clause 22 (Freedom of Information); or Clause 30 (Transfer & Sub-Contracting); and/or [the Supplier is required to procure a Guarantee from a Guarantor pursuant to Clause 32 (Guarantee) and: the Guarantor purports to withdraw the Guarantee or fails to comply with the Guarantee; or an Insolvency Event affecting the Guarantor occurs; or the Guarantee becomes invalid or unenforceable, and in each case the Guarantee is not replaced by an alternative agreement acceptable to the Authority;] [Guidance Note: This sub-Clause will only be required if there is a guarantee.]

Termination for Cause by the Authority. The Authority may terminate this Framework Agreement by giving written notice of termination to the Supplier with immediate effect (or with effect from such later date as the Authority may specify in the notice) notice if one or more of the following circumstances exist: the Supplier commits fails to accept a Call-Off Agreement pursuant to paragraph Error: Reference source not found of FRAMEWORK SCHEDULE 4. - Call-Off Procedure Insolvency Event occurs affecting the Supplier a Contracting Body terminates a Call-Off Agreement for the Supplier’s breach of that Call-Off Agreement; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; in the event of two or more failures by the Supplier to meet the KPI Targets (whether the failures relate to the same or different KPI targets) in any Default rolling period of 12 months; the Authority is entitled to terminate under any other provision as may be set out in this Framework Agreement in the reasonable opinion of the Authority there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Supplier's ability to supply the Services under this Framework Agreement Agreement; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Services under this Framework Agreement; the Supplier commits any other Default which is material and either: the Supplier has not remedied such material Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice specifying the Default and requesting it to be remedied; or the material Default is not, in the reasonable opinion of the Authority, capable of remedy; and/or the Supplier commits a Persistent Failure; and/or the Supplier fails to accept an Order in accordance with Framework Schedule 6 (Ordering Procedure); and/or a Contracting Body terminates a Call-Off Agreement for the Supplier’s breach of that Call-Off Agreement; and/or an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Authority Management Charge due; and/or the Supplier refuses or fails to comply with its obligations as set out in paragraph 17 of Framework Schedule 8 (Value for Money); and/or the Authority is entitled to terminate this Framework Agreement pursuant to: Clause 8.6 (Prevention of Bribery and Corruption); Clause 9.3 (Conflict of Interest); Clause 10.3 (Safeguard against Fraud); Clause 18.12 (Confidentiality); Clause 20 (Official Secrets Acts); and/or Paragraph 2 of Part B of Framework Schedule 2 (Services and Key Performance Indicators); in the reasonable opinion of the Authority there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Supplier's ability to supply the Services under this Framework Agreement; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Services under this Framework Agreement; and/or an Insolvency Event affecting the Supplier occurs; and/or the Supplier is in material Default of: Clause 7 (Warranties and Representations); Clause 11 (Call-Off Agreement Performance); Clause 12 (Statutory Requirements and Standards); Clause 13 (Non-Discrimination); Clause 14 (Provision of Management Information); Clause 15 (Authority Management Charge); Clause 16 (Records and Audit Access); Clause 21 (Data Protection); Clause 22 (Freedom of Information); or Clause 30 (Transfer & Sub-Contracting); and/or [the Supplier is required to procure a Guarantee from a Guarantor pursuant to Clause 32 (Guarantee) and: the Guarantor purports to withdraw the Guarantee or fails to comply with the Guarantee; or an Insolvency Event affecting the Guarantor occurs; or the Guarantee becomes invalid or unenforceable, and in each case the Guarantee is not replaced by an alternative agreement acceptable to the Authority;] [Guidance Note: This sub-Clause will only be required if there is a guarantee.]

Termination for Cause by the Authority. The Authority may terminate this Framework Agreement Contract by giving written notice of termination to the Supplier with immediate effect (or with effect from such later date as the Authority may specify in the notice) if one or more of the following circumstances set out in clause 55.1.5 exist. Where the Authority is terminating this Contract for a material Default of this Contract or one of the specific provisions in clause 55.1.5.5 it may rely on a single material Default or on a number of Defaults or repeated Defaults that taken together constitute a material Default. Subject to clause 55.1.4, where a material Default is capable of remedy the parties shall follow the Remedial Plan Process provided that if the Remedial Plan Process fails then termination shall occur on the last day of the period specified by the Authority in its Termination Notice served in accordance with the Remedial Plan Process. The parties shall not follow the Remedial Plan Process where the Supplier has already failed to resolve the relevant Default in accordance with a Correction Plan pursuant to clause 5 (Implementation Delays - General Provisions) or 10 (Service Levels). The circumstances giving rise to the Authority's right to terminate are: the Supplier commits any Default under this Framework Agreement which is material and either: the Supplier has not remedied such in material Default which it has failed to remedy in accordance with the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice specifying the Default and requesting it to be remediedRemedial Plan Process; or the material Default is not, in the reasonable opinion of the Authority, capable of remedy; and/or the Supplier commits a Persistent Failurematerial breach of this Contract which is irremediable; and/or the Supplier's failure to: Achieve a Milestone by its associated Milestone Date; and comply with a Correction Plan for either a Milestone or material Service Failure because: the Supplier fails does not submit or resubmit a Correction Plan for approval within the timescales required or at all; or the Authority acting reasonably does not approve the proposed Correction Plan on the second occasion of seeking approval; or pursuant to: clause 51.6 (where a modification or replacement of an item pursuant to accept an Order clause 51.5.2 or where procuring a licence in accordance with Framework Schedule 6 (Ordering Procedureclause 51.5.1 has not avoided or resolved an IPR Claim); and/or a Contracting Body terminates a Call-Off Agreement for the Supplier’s breach of that Call-Off Agreement; and/or an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Authority Management Charge due; and/or the Supplier refuses or fails to comply with its obligations as set out in paragraph 17 of Framework Schedule 8 (Value for Money); and/or the Authority is entitled to terminate this Framework Agreement pursuant to: Clause 8.6 clause 65 (Prevention of Bribery and Corruption); Clause 9.3 the Supplier is in material Default of: clause 40 (Conflict Protection of InterestPersonal Data); Clause 10.3 clause 41 (Safeguard against FraudFreedom of Information); Clause 18.12 clause 42 (Confidentiality); Clause 20 (Official Secrets Acts); and/or Paragraph 2 of Part B of Framework Schedule 2 or the security requirements set out in schedule 2.1 (Services and Key Performance Indicators)Description) or the Security Policy; in the reasonable opinion of the Authority there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Supplier's ability to supply the Services under this Framework Agreement’s level of performance constitutes a Critical Service Failure as defined by schedule 2.2; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Services under this Framework Agreement; and/or an Insolvency Event affecting the Supplier occurs; and/or [Not used] [Not used] [Not used] [Not used] [Not used] there has been a disaster and the Supplier has not acted in accordance with its obligations under the BCDR Plan and such failure to act is in itself a material Default of: Clause 7 or the result of such failure to act has a material adverse impact on the Authority; [Not used] The rights of the Authority (Warranties to terminate or otherwise) under this clause 55 are in addition (and Representations); Clause 11 (Call-Off Agreement Performance); Clause 12 (Statutory Requirements and Standards); Clause 13 (Non-Discrimination); Clause 14 (Provision without prejudice) to any other right or remedy which the Authority or any Contracting Authority may have to claim the amount of Management Information); Clause 15 (loss or damage suffered by the Authority Management Charge); Clause 16 (Records and Audit Access); Clause 21 (Data Protection); Clause 22 (Freedom or the Contracting Authority on account of Information); the acts or Clause 30 (Transfer & Sub-Contracting); and/or [omissions of the Supplier is required (or to procure a Guarantee from a Guarantor pursuant to Clause 32 (Guarantee) and: the Guarantor purports to withdraw the Guarantee or fails to comply with the Guarantee; or an Insolvency Event affecting the Guarantor occurs; or the Guarantee becomes invalid or unenforceable, and in each case the Guarantee is not replaced by an alternative agreement acceptable to the Authority;] take any action other than termination of this Contract). [Guidance Note: This sub-Clause will only be required if there is a guarantee.Not used]

Termination for Cause by the Authority. The Authority may terminate this Framework Agreement by giving written notice of termination to the Supplier with immediate effect (or with effect from such later date as the Authority may specify in the notice) notice if one or more of the following circumstances exist: the Supplier commits fails to accept a Call Off Agreement pursuant to paragraph S9.1.1 of Framework Schedule 4 (Call Off Procedure and Award Criteria); a Contracting Body terminates a Call-Off Agreement for the Supplier’s breach of that Call-Off Agreement; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; in the event of two or more failures by the Supplier to meet the KPI Targets (whether the failures relate to the same or different KPI targets) in any Default rolling period of 12 months; the Authority is entitled to terminate under any other provision as may be set out in this Framework Agreement in the reasonable opinion of the Authority there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Supplier's ability to supply the Services under this Framework Agreement Agreement; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Services under this Framework Agreement; the Supplier commits any other Default which is material and either: the Supplier has not remedied such material Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice specifying the Default and requesting it to be remedied; or the material Default is not, in the reasonable opinion of the Authority, capable of remedy; and/or the Supplier commits a Persistent Failure; and/or the Supplier fails to accept an Order in accordance with Framework Schedule 6 (Ordering Procedure); and/or a Contracting Body terminates a Call-Off Agreement for the Supplier’s breach of that Call-Off Agreement; and/or an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Authority Management Charge due; and/or the Supplier refuses or fails to comply with its obligations as set out in paragraph 17 of Framework Schedule 8 (Value for Money); and/or the Authority is entitled to terminate this Framework Agreement pursuant to: Clause 8.6 (Prevention of Bribery and Corruption); Clause 9.3 (Conflict of Interest); Clause 10.3 (Safeguard against Fraud); Clause 18.12 (Confidentiality); Clause 20 (Official Secrets Acts); and/or Paragraph 2 of Part B of Framework Schedule 2 (Services and Key Performance Indicators); in the reasonable opinion of the Authority there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Supplier's ability to supply the Services under this Framework Agreement; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Services under this Framework Agreement; and/or an Insolvency Event affecting the Supplier occurs; and/or the Supplier is in material Default of: Clause 7 (Warranties and Representations); Clause 11 (Call-Off Agreement Performance); Clause 12 (Statutory Requirements and Standards); Clause 13 (Non-Discrimination); Clause 14 (Provision of Management Information); Clause 15 (Authority Management Charge); Clause 16 (Records and Audit Access); Clause 21 (Data Protection); Clause 22 (Freedom of Information); or Clause 30 (Transfer & Sub-Contracting); and/or [the Supplier is required to procure a Guarantee from a Guarantor pursuant to Clause 32 (Guarantee) and: the Guarantor purports to withdraw the Guarantee or fails to comply with the Guarantee; or an Insolvency Event affecting the Guarantor occurs; or the Guarantee becomes invalid or unenforceable, and in each case the Guarantee is not replaced by an alternative agreement acceptable to the Authority;] [Guidance Note: This sub-Clause will only be required if there is a guarantee.]

Termination for Cause by the Authority. The Authority may terminate this Framework Agreement by giving written notice of termination to the Supplier with immediate effect (or with effect from such later date as the Authority may specify in the notice) if one or more of the following circumstances exist: the Supplier commits any Default under this Framework Agreement which is material and either: the Supplier has not remedied such material Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice specifying the Default and requesting it to be remedied; or the material Default is not, in the reasonable opinion of the Authority, capable of remedy; and/or the Supplier commits a Persistent Failure; and/or the Supplier fails to accept an Order in accordance with Framework Schedule 6 (Ordering Procedure); and/or a Contracting Body terminates a Call-Off Agreement for the Supplier’s breach of that Call-Off Agreement; and/or an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Authority Management Charge due; and/or the Supplier refuses or fails to comply with its obligations as set out in paragraph 17 2 of Framework Schedule 8 (Value for Money); and/or the Authority is entitled to terminate this Framework Agreement pursuant to: Clause 8.6 (Prevention of Bribery and Corruption); Clause 9.3 (Conflict of Interest); Clause 10.3 (Safeguard against Fraud); Clause 18.12 (Confidentiality); Clause 20 (Official Secrets Acts); and/or Paragraph 2 of Part B of Framework Schedule 2 (Services and Key Performance Indicators); in the reasonable opinion of the Authority there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Supplier's ability to supply the Services under this Framework Agreement; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Services under this Framework Agreement; and/or an Insolvency Event affecting the Supplier occurs; and/or the Supplier is in material Default of: Clause 7 (Warranties and Representations); Clause 11 (Call-Off Agreement Performance); Clause 12 (Statutory Requirements and Standards); Clause 13 (Non-Discrimination); Clause 14 (Provision of Management Information); Clause 15 (Authority Management Charge); Clause 16 (Records and Audit Access); Clause 21 (Data Protection); Clause 22 (Freedom of Information); or Clause 30 (Transfer & Sub-Contracting); and/or [the Supplier is required to procure a Guarantee from a Guarantor pursuant to Clause 32 (Guarantee) and: the Guarantor purports to withdraw the Guarantee or fails to comply with the Guarantee; or an Insolvency Event affecting the Guarantor occurs; or the Guarantee becomes invalid or unenforceable, and in each case the Guarantee is not replaced by an alternative agreement acceptable to the Authority;] [Guidance Note: This sub-Clause will only be required if there is a guarantee.]and/or