Common use of Termination on Material Default Clause in Contracts

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 (Prevention of Fraud and Xxxxxxx); (iv) Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) Clause 6 (Representations and Warranties); (ii) Clause 9 (Framework Agreement Performance); (iii) Clause 15 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) Clause 18 (Promoting Tax Compliance); (vi) Clause 22 (Supply Chain Rights and Protection); (vii) Clause 24.1 (Provision of Management Information); (viii) Clause 24.4 (Freedom of Information); (ix) Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 32.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; (e) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii18.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 26.2.10 (Confidentiality); (iii) Clause 37.6.2 39.6.2 (Prevention of Fraud and Xxxxxxx); (iv) Clause 33.1.2 35.1.2 (Compliance); (v) Clause 38.3 40.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 10 (Framework Agreement Performance); (iii) Clause 15 17 (Records, Audit Access and Open Book Data); (iv) Clause 17 19 (Management Charge); (v) Clause 18 20 (Promoting Tax Compliance); (vi) Clause 22 24 (Supply Chain Rights and Protection); (vii) Clause 24.1 26.1 (Provision of Management Information); (viii) Clause 24.4 26.4 (Freedom of Information); (ix) Clause 24.5 26.5 (Protection of Personal Data);; and/or (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or; (xii) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/orthe Authority are acceptable; (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hj) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.. 32.3 NOT USED

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Panel Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept : a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body Panel Customer terminates a Call Off Agreement Legal Services Contract for the Supplier’s breach of that Call Off Agreement; (c) Legal Services Contract; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) due in any period specified by the Auditor; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targetsTargets, in any rolling period of three (3) Months; (f) 12 Month; the Authority expressly reserves the right to terminate this Framework Panel Agreement for material Default including pursuant to: : Clause 9.4 (iCyber Essentials Scheme Condition) Clause 16.1.4(c)(ii) 19.1.4 (Variation Procedure); ; Clause 32.1.8 (ii) Authority Remedies); Clause 24.2.10 27.2.10 (Confidentiality); (iii) ; Clause 37.6.2 40.6.2 (Prevention of Fraud and XxxxxxxBribery); ; Clause 36.1.2 (iv) Compliance with the Law); Clause 33.1.2 (Compliance) (v) Clause 38.3 41.4 (Conflicts of Interest); (vi) ; paragraph 6.2 21.2 of Framework Panel Agreement Schedule 9 (Management Information); and/or (vii) and/or anywhere that it is stated in this Framework Panel Agreement that the Supplier by its act or omission will have committed a material Default; (g) Default the Supplier commits a material Default of any of the following Clauses or Framework Panel Agreement Schedules: (i) : Clause 6 7 (Representations and Warranties); ) except Clause 7.2.6; Clause 11 (ii) Clause 9 (Framework Panel Agreement Performance); (iii) ; Clause 15 18 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 20 (Management Charge); (v) ; Clause 18 21 (Promoting Tax Compliance); (vi) ; Not Used Clause 22 25 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 27.1 (Provision of Management Information); (viii) ; Clause 24.4 27.4 (Freedom of Information); (ix) ; Clause 24.5 27.5 (Protection of Personal Data); (x) ; [and/or] paragraph 1.2 of Part B of Framework Panel Agreement Schedule 2 (Goods and/or Panel Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Panel Schedule 16 (Financial Distress); and/or (h) the representation and warranty given by the Supplier commits any material Default pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which is not, in the reasonable opinion of the Authority, capable of remedyAuthority are acceptable; and/or (i) or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 (Prevention of Fraud and XxxxxxxBribery); (iv) Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) Clause 6 (Representations and Warranties); (ii) Clause 9 (Framework Agreement Performance); (iii) Clause 15 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) Clause 18 (Promoting Tax Compliance); (vi) Clause 22 (Supply Chain Rights and Protection); (vii) Clause 24.1 (Provision of Management Information); (viii) Clause 24.4 (Freedom of Information); (ix) Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 32.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; (e) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and BenchmarkingImprovement); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(iiClause18.1.4(ii) (Variation Procedure); (ii) Clause 24.2.10 26.2.10 (Confidentiality); (iii) Clause 37.6.2 39.6.2 (Prevention of Fraud and XxxxxxxBribery); (iv) Clause 33.1.2 35.1.2 (Compliance) (v) Clause 38.3 40.3 (Conflicts of Interest); (vi) paragraph 6.2 7.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 10 (Framework Agreement Performance); (iii) Clause 15 17 (Records, Audit Access and Open Book Data); (iv) Clause 17 19 (Management Charge); (v) Clause 18 20 (Promoting Tax Compliance); (vi) Clause 22 24 (Supply Chain Rights and Protection); (vii) Clause 24.1 26.1 (Provision of Management Information); (viii) Clause 24.4 26.4 (Freedom of Information); (ix) Clause 24.5 26.5 (Protection of Personal Data);; and/or (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or; (xii) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/orthe Authority are acceptable; (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hj) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 75.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) ; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii) (Variation Procedure); (ii) ; Clause 24.2.10 (Confidentiality); (iii) ; Clause 37.6.2 (Prevention of Fraud and Xxxxxxx); (iv) ; Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) ; paragraph 6.2 87.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 (Representations and Warranties); (ii) ; Clause 9 (Framework Agreement Performance); (iii) ; Clause 15 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 (Management Charge); (v) ; Clause 18 (Promoting Tax Compliance); (vi) ; Clause 22 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 (Provision of Management Information); (viii) ; Clause 24.4 (Freedom of Information); (ix) ; Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Dynamic Purchasing System Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement Contract pursuant to paragraph 6.2 of Framework DPS Schedule 5 (Call Off for Competition Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement Contract for the Supplier’s breach of that Call Off AgreementContract; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge Levy due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework DPS Schedule 12 (Continuous Improvement and BenchmarkingImprovement); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (f) the Authority expressly reserves the right to terminate this Framework Dynamic Purchasing System Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii9.4 (Cyber Essentials Scheme Condition) (ii) Clause 19.1.4(b) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 32.1.4 (Prevention of Fraud and XxxxxxxAuthority Remedies); (iv) Clause 33.1.2 27.2.10 (ComplianceConfidentiality); (v) Clause 38.3 40.6.2 (Prevention of Fraud and Bribery); (vi) Clause 36.1.2 (Compliance with the Law); (vii) Clause 41.3 (Conflicts of Interest); (viviii) paragraph 6.2 of Framework DPS Schedule 9 (Management Information); and/or (viiix) anywhere that is stated in this Framework Dynamic Purchasing System Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a material Default of any of the following Clauses or Framework DPS Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Dynamic Purchasing System Agreement Performance); (iii) Clause 15 18 (Records, Audit Access and Open Book Data); (iv) Clause 17 Error! Reference source not found. (Management ChargeLevy); (v) Clause 18 21 (Promoting Tax Compliance); (vi) Clause 22 24 (Supply Chain Rights and Protection); (vii) Clause 24.1 27.1 (Provision of Management Information); (viii) Clause 24.4 27.3 (Transparency and Freedom of Information); (ix) Clause 24.5 27.4 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework DPS Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or; (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/orNot Used (xii) paragraph Paragraph 4 of Framework DPS Schedule 16 (Financial Distress); and/or (h) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (i) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ij) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement Contract pursuant to paragraph 6.2 7.3 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement Contract for the Supplier’s breach of that Call Off AgreementContract; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking);; 41 (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: : Clause 9.4 (i) Cyber Essentials Scheme Condition); Clause 16.1.4(c)(ii19.1.4(b)(ii) (Variation Procedure); ; Clause 32.1.4 (ii) Authority Remedies); Clause 24.2.10 27.2.10 (Confidentiality); (iii) ; Clause 37.6.2 40.6.2 (Prevention of Fraud and XxxxxxxBribery); ; Clause 36.1.2 (iv) Compliance with the Law); Clause 33.1.2 (Compliance) (v) Clause 38.3 41.3 (Conflicts of Interest); (vi) ; paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 11 (Framework Agreement Performance); (iii) ; Clause 15 18 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 20 (Management Charge); (v) ; Clause 18 21 (Promoting Tax Compliance); (vi) ; Clause 22 25 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 27.1 (Provision of Management Information); (viii) Clause 24.4 (Freedom of Information); (ix) Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority CCS may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) if: CCS becomes aware that, at the time of the award of this Framework Agreement, the Supplier ought to have been excluded from the procurement procedure under Regulation 57 of the Regulations; CCS becomes aware that this Framework Agreement should not have been awarded to the Supplier due to a serious infringement of the obligations under the Treaties and Public Contracts Directive 2014/24/EU that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the Treaty on the Functioning of the European Union; this Framework Agreement has been substantially amended to the extent that the Regulations require a new procurement procedure; the Supplier fails to accept a Call Off Agreement Contract pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body Buyer terminates a Call Off Agreement Contract for the Supplier’s breach of that Call Off Agreement; (c) Contract; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; CCS conducts an assessment pursuant to Clause 14.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards or Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targetsTargets, in any rolling period of three (3) Months; (f) the Authority months; CCS expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: : Clause 9.4 (i) Cyber Essentials Scheme); Clause 16.1.4(c)(ii19.1.4(b)(ii) (Variation Procedure); (ii) ; Clause 24.2.10 25.2.10 (Confidentiality); (iii) ; Clause 37.6.2 39.6.2 (Prevention of Fraud and Xxxxxxx); (iv) ; Clause 33.1.2 35.1.2 (Compliance) (v) ; Clause 38.3 40.3 (Conflicts of Interest); (vi) ; paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 11 (Framework Agreement Performance); ; Clause 14 (iii) Minimum Standards of Reliability); Clause 15 18 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 20 (Management Charge); (v) ; Clause 18 21 (Promoting Tax Compliance); (vi) ; Clause 22 23 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 25.1 (Provision of Management Information); (viii) ; Clause 24.4 25.4 (Freedom of Information); ; Clause 25.5 (ix) Clause 24.5 (Protection of Personal DataData Protection); (x) ; and/or paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)CCS are acceptable; and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the AuthorityCCS, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority CCS is remediable but has not remedied such Default to the satisfaction of the Authority CCS within twenty (20) Working Days, or such other period as may be specified by the AuthorityCCS, after issue of a written notice from the Authority CCS to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of CCS, and this Framework Agreement shall terminate on the Authoritydate specified in the Termination Notice.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 65.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) ; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii) (Variation Procedure); (ii) ; Clause 24.2.10 (Confidentiality); (iii) ; Clause 37.6.2 (Prevention of Fraud and Xxxxxxx); (iv) ; Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) ; paragraph 6.2 77.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 (Representations and Warranties); (ii) ; Clause 9 (Framework Agreement Performance); (iii) ; Clause 15 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 (Management Charge); (v) ; Clause 18 (Promoting Tax Compliance); (vi) ; Clause 22 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 (Provision of Management Information); (viii) ; Clause 24.4 (Freedom of Information); (ix) ; Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority Fund may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 66.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body ; the Fund terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; the Fund conducts an Audit reveals assessment pursuant to Clause 12.2 and concludes that the Supplier has underpaid an amount equal to or greater than five per cent (5%) not demonstrated that it meets the Minimum Standards of the Management Charge due; (d) Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority Fund expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii17.1.4(c)(ii) (Variation Procedure); (ii) ; Clause 24.2.10 22.2.10 (Confidentiality); (iii) ; Clause 37.6.2 35.6.2 (Prevention of Fraud and XxxxxxxBribery); (iv) ; Clause 33.1.2 31.1.2 (Compliance) (v) ; Clause 38.3 36.3 (Conflicts of Interest); (vi) paragraph 6.2 ; Clause 2.1 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 7.2.6; Clause 9 (Framework Agreement Performance); (iii) ; Clause 15 16 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) ; Clause 18 (Promoting Tax Compliance); (vi) ; Clause 22 220 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 22.1 (Provision of Management Information); (viii) ; Clause 24.4 22.4 (Freedom of Information); (ix) ; Clause 24.5 22.5 (Protection of Personal Data); (x) ; [and/or] paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)the Fund are acceptable; and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the AuthorityFund, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority Fund is remediable but has not remedied such Default to the satisfaction of the Authority Fund within twenty (20) Working Days, or such other period as may be specified by the AuthorityFund, after issue of a written notice from the Authority Fund to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the AuthorityFund.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 72.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii18.1.4(c)(ii) (Variation Procedure); (ii) ; Clause 24.2.10 26.2.10 (Confidentiality); (iii) ; Clause 37.6.2 39.6.2 (Prevention of Fraud and XxxxxxxBribery); (iv) ; Clause 33.1.2 35.1.2 (Compliance) (v) ; Clause 38.3 40.3 (Conflicts of Interest); (vi) ; paragraph 6.2 84.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 10 (Framework Agreement Performance); (iii) ; Clause 15 17 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 19 (Management Charge); (v) ; Clause 18 20 (Promoting Tax Compliance); (vi) ; Clause 22 24 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 26.1 (Provision of Management Information); (viii) ; Clause 24.4 26.4 (Freedom of Information); (ix) ; Clause 24.5 26.5 (Protection of Personal Data); (x) ; and/or paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)the Authority are acceptable; and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 32.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; (e) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(iiClause18.1.4(b)(ii) (Variation Procedure); (ii) Clause 24.2.10 26.2.10 (Confidentiality); (iii) Clause 37.6.2 39.6.2 (Prevention of Fraud and XxxxxxxBribery); (iv) Clause 33.1.2 35.1.2 (Compliance) (v) Clause 38.3 40.3 (Conflicts of Interest); (vi) paragraph 6.2 Error! Reference source not found. of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 10 (Framework Agreement Performance); (iii) Clause 15 17 (Records, Audit Access and Open Book Data); (iv) Clause 17 19 (Management Charge); (v) Clause 18 20 (Promoting Tax Compliance); (vi) Clause 22 24 (Supply Chain Rights and Protection); (vii) Clause 24.1 26.1 (Provision of Management Information); (viii) Clause 24.4 26.4 (Freedom of Information); (ix) Clause 24.5 26.5 (Protection of Personal Data);; [and/or] (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or; (xii) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/orthe Authority are acceptable; (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hj) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 20.1.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier Freight Operator where: (a) the Supplier Freight Operator fails to accept a Call Off Agreement pursuant to paragraph 6.2 5.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement for the SupplierFreight Operator’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii12.1.4(ii) (Variation Procedure); (ii) Clause 24.2.10 16.1.10 (Confidentiality); (iii) Clause 37.6.2 27.6.2 (Prevention of Of Fraud and And Xxxxxxx); (iv) Clause 33.1.2 23.1.2 (Compliance); (v) Clause 38.3 28.3 (Conflicts of Of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (viivi) anywhere that is stated in this Framework Agreement that the Supplier Freight Operator by its act or omission will have committed a material Default; (gd) the Supplier Freight Operator commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 (Representations and And Warranties)) except Clause 6.2.7; (ii) Clause 9 8 (Framework Agreement Performance); (iii) Clause 15 11 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) Clause 18 13 (Promoting Tax Compliance); (viv) Clause 22 14 (Supply Chain Rights and And Protection); (viivi) Clause 24.1 (Provision of Management Information); (viii) Clause 24.4 16.3 (Freedom of Information);; or (ixvii) Clause 24.5 16.4 (Protection of Personal Data); (xe) paragraph 1.2 the representation and warranty given by the Freight Operator pursuant to Clause 6.2.7 is materially untrue or misleading, and the Freight Operator fails to provide details of Part B proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/orthe Authority are acceptable; (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hf) the Supplier Freight Operator commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ig) the Supplier Freight Operator commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier Freight Operator specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement Contract pursuant to paragraph 6.2 Error! Reference source not found. of Framework Schedule chedule 5 (Call Off Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement Contract for the Supplier’s breach of that Call Off AgreementContract; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) Not Used (e) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) paragraph 5 of Framework Schedule 2 (Goods and Services) (ii) Clause 16.1.4(c)(ii9.3 (Cyber Essentials Scheme Condition)] (iii) Clause 19.1.4(c)(ii) (Variation Procedure); (iiiv) Clause 24.2.10 27.2.10 (Confidentiality); (iiiv) Clause 37.6.2 40.6.2 (Prevention of Fraud and XxxxxxxBribery); (ivvi) Clause 33.1.2 36.1.2 (Compliance); (vvii) Clause 38.3 41.3 (Conflicts of Interest); (viviii) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (viiix) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Agreement Performance); (iii) Clause 15 18 (Records, Audit Access and Open Book Data); (iv) Clause 17 20 (Management Charge); (v) Clause 18 21 (Promoting Tax Compliance); (vi) Clause 22 25 (Supply Chain Rights and Protection); (vii) Clause 24.1 27.1 (Provision of Management Information); (viii) Clause 24.4 27.4 (Freedom of Information); (ix) Clause 24.5 27.5 (Protection of Personal Data); (x) paragraph [1.2 of Part B B] of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hi) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (j) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.1.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Call-Off Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Call-Off Procedure); (b) a Contracting Body Authority(s) terminates a Call Call-Off Agreement for the Supplier’s breach of that Call Call-Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii9.4 (Cyber Essentials Scheme Condition) (ii) Clause 19.1.4(c)(ii) (Variation Procedure); (iiiii) Clause 24.2.10 27.2.10 (Confidentiality); (iiiiv) Clause 37.6.2 40.6.2 (Prevention of Fraud and Xxxxxxx); (ivv) Clause 33.1.2 36.1.2 (Compliance); (vvi) Clause 38.3 41.3 (Conflicts of Interest); (vivii) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (viiviii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Agreement Performance); (iii) Clause 15 18 (Records, Audit Access and Open Book Data); (iv) Clause 17 20 (Management Charge); (v) Clause 18 21 (Promoting Tax Compliance); (vi) Clause 22 25 (Supply Chain Rights and Protection); (vii) Clause 24.1 27.1 (Provision of Management Information); (viii) Clause 24.4 27.4 (Freedom of Information); (ix) Clause 24.5 27.5 (Protection of Personal Data);; and/or (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Vehicle Hire Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or; (h) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (i) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ij) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement Contract pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement Contract for the Supplier’s breach of that Call Off AgreementContract; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) NOT USED (e) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii9 (Cyber Essentials Scheme Condition and CHECK Compliant Penetration Testing) (ii) Clause 19.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 32.1.4 (Prevention of Fraud and XxxxxxxAuthority Remedies); (iv) Clause 33.1.2 27.2.10 (ComplianceConfidentiality); (v) Clause 38.3 40.6.2 (Prevention of Fraud and Bribery); (vi) Clause 36.1.2 (Compliance with the Law); (vii) Clause 41.3 (Conflicts of Interest); (viviii) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (viiix) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Agreement Performance); (iii) Clause 15 18 (Records, Audit Access and Open Book Data); (iv) Clause 17 20 (Management Charge); (v) Clause 18 21 (Promoting Tax Compliance); (vi) Clause 22 24 (Supply Chain Rights and Protection); (vii) Clause 24.1 27.1 (Provision of Management Information); (viii) Clause 24.4 27.3 (Transparency and Freedom of Information); (ix) Clause 24.5 27.4 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hi) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (j) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 32.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; (e) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii18.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 26.2.10 (Confidentiality); (iii) Clause 37.6.2 39.6.2 (Prevention of Fraud and XxxxxxxBribery); (iv) Clause 33.1.2 35.1.2 (Compliance); (v) Clause 38.3 40.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 10 (Framework Agreement Performance); (iii) Clause 15 17 (Records, Audit Access and Open Book Data); (iv) Clause 17 19 (Management Charge); (v) Clause 18 20 (Promoting Tax Compliance); (vi) Not used (vii) Clause 22 24 (Supply Chain Rights and Protection); (viiviii) Clause 24.1 26.1 (Provision of Management Information); (viiiix) Clause 24.4 26.4 (Freedom of Information); (ixx) Clause 24.5 26.5 (Protection of Personal Data); (xxi) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or; (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/orNot used (hi) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (j) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 75.3 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii18.1.4(c)(ii) (Variation Procedure); (ii) ; Clause 24.2.10 26.2.10 (Confidentiality); (iii) ; Clause 37.6.2 39.6.2 (Prevention of Fraud and XxxxxxxBribery); ; Clause 35.1.2 (ivCompliance) Clause 33.1.2 (Compliance) (v) Clause 38.3 40.3 (Conflicts of Interest); (vi) ; paragraph 6.2 88.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 10 (Framework Agreement Performance); (iii) ; Clause 15 17 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 19 (Management Charge); (v) ; Clause 18 20 (Promoting Tax Compliance); Not Used; (vi) Clause 22 (Supply Chain Rights and Protection); (vii) Clause 24.1 (Provision of Management Information); (viii) Clause 24.4 (Freedom of Information); (ix) Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Panel Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body Panel Customer terminates a Call Off Agreement Legal Services Contract for the Supplier’s breach of that Call Off AgreementLegal Services Contract; (cb) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge duedue in any period specified by the Auditor; (dc) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ed) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targetsTargets, in any rolling period of three (3) Months12 Month; (fe) the Authority expressly reserves the right to terminate this Framework Panel Agreement for material Default including pursuant to: : Clause 9.4 (i) Cyber Essentials Scheme Condition Clause 16.1.4(c)(ii19.1.4(b)(ii) (Variation Procedure); ; Clause 32.1.8 (ii) Authority Remedies); Clause 24.2.10 27.2.10 (Confidentiality); (iii) ; Clause 37.6.2 40.6.2 (Prevention of Fraud and Xxxxxxx); ; Clause 36.1.2 (iv) Compliance with the Law); Clause 33.1.2 (Compliance) (v) Clause 38.3 41.4 (Conflicts of Interest); (vi) ; paragraph 6.2 of Framework Panel Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Panel Agreement that the Supplier by its act or omission will have committed a material Default; (gf) the Supplier commits a material Default of any of the following Clauses or Framework Panel Schedules: (i) : Clause 6 7 (Representations and Warranties); ) except Clause 7.2.6; Clause 11 (ii) Clause 9 (Framework Panel Agreement Performance); (iii) ; Clause 15 18 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 20 (Management Charge); (v) ; Clause 18 21 (Promoting Tax Compliance); (vi) ; Not Used Clause 22 25 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 27.1 (Provision of Management Information); (viii) ; Clause 24.4 27.4 (Freedom of Information); (ix) ; Clause 24.5 27.5 (Protection of Personal Data); (x) ; [and/or] paragraph 1.2 of Part B of Framework Panel Schedule 2 (Goods and/or Panel Services and Key Performance Indicators); and/orNot Used (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hg) the representation and warranty given by the Supplier commits any material Default pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which is not, in the reasonable opinion of the Authority, capable of remedyAuthority are acceptable; and/oror (ih) the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ed) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fe) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii9.4 (Cyber Essentials Scheme Condition) (ii) Clause 19.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 27.2.10 (Prevention of Fraud and XxxxxxxConfidentiality); (iv) Clause 33.1.2 40.6.2 (CompliancePrevention of Fraud and Bribery); (v) Clause 38.3 36.1.2 (Compliance); (vi) Clause 41.3 (Conflicts of Interest); (vivii) paragraph 6.2 0 of Framework Schedule 9 (Management Information); and/or (viiviii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gf) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Agreement Performance); (iii) Clause 15 18 (Records, Records and Audit Access and Open Book DataAccess); (iv) Clause 17 20 (Management Charge); (v) Clause 18 21 (Promoting Tax Compliance); (vi) Clause 22 1 (Supply Chain Rights and Protection); (vii) Clause 24.1 27.1 (Provision of Management Information); (viii) Clause 24.4 27.4 (Freedom of Information); (ix) Clause 24.5 27.5 (Protection of Personal Data);; and/or (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xig) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/orthe Authority are acceptable; (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 32.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Call-Off Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Call-Off Agreement for the Supplier’s breach of that Call Call-Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Authority conducts an assessment pursuant to Clause 14.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; (e) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation 19.1.4(c)(ii).(Variation Procedure); (ii) Clause 24.2.10 26.2.10 (Confidentiality); (iii) Clause 37.6.2 39.6.2 (Prevention of Fraud and Xxxxxxx); (iv) Clause 33.1.2 35.1.2 (Compliance) (v) Clause 38.3 40.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Agreement Performance); (iii) Clause 15 18 (Records, Audit Access and Open Book Data); (iv) Clause 17 20 (Management Charge); (v) Clause 18 21 (Promoting Tax Compliance); (vi) Clause 22 23 (Supply Chain Rights and Protection); (vii) Clause 24.1 26.1 (Provision of Management Information); (viii) Clause 24.4 26.4 (Freedom of Information); (ix) Clause 24.5 26.5 (Protection of Personal Data);; [and/or] (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/orthe Authority are acceptable; (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hj) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 70.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Authority conducts an assessment pursuant to Clause 15.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii) (Variation 20.1.4(b).(Variation Procedure); (ii) ; Clause 24.2.10 26.2.10 (Confidentiality); (iii) ; Clause 37.6.2 39.6.2 (Prevention of Fraud and Xxxxxxx); ; Clause 35.1.2 (ivCompliance) Clause 33.1.2 (Compliance) (v) Clause 38.3 40.3 (Conflicts of Interest); (vi) ; paragraph 6.2 84.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 10 (Framework Agreement Performance); ; Clause 11 (iiiSupplier Personnel) Clause 15 12 (Safeguarding Children and Vulnerable Adults) Clause 19 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 21 (Management Charge); (v) ; Clause 18 22 (Promoting Tax Compliance); (vi) ; Clause 22 24 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 26.1 (Provision of Management Information); (viii) ; Clause 24.4 26.4 (Freedom of Information); (ix) ; Clause 24.5 26.5 (Protection of Personal Data); (x) ; and/or paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators). the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority. Where the Supplier fails to comply with the technical requirements prescribed by Cyber Essentials in accordance with clause 26.5.5 of this Framework Agreement the Authority shall be entitled to terminate this Framework Agreement with immediate effect by serving notice In Writing on the Supplier.

Termination on Material Default. 30.2.1 34.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Authority conducts an assessment pursuant to Clause 14.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; (e) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii9.4 (Cyber Essentials Scheme Condition) (ii) Clause 20.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 33.1.4 (Prevention of Fraud and XxxxxxxAuthority Remedies); (iv) Clause 33.1.2 28.2.10 (ComplianceConfidentiality); (v) Clause 38.3 42.6.2 (Prevention of Fraud and Bribery); (vi) Clause 38.1.2 (Compliance with the Law); (vii) Clause 43.3 (Conflicts of Interest); (viviii) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (viiix) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Agreement Performance); (iii) Clause 15 14 (Minimum Standards of Reliability); (iv) Clause 19 (Records, Audit Access and Open Book Data); (ivv) Clause 17 21 (Management Charge); (vvi) Clause 18 22 (Promoting Tax Compliance); (vivii) Not used (viii) Clause 22 26 (Supply Chain Rights and Protection); (viiix) Clause 24.1 28.1 (Provision of Management Information); (viiix) Clause 24.4 28.3 (Transparency and Freedom of Information); (ixxi) Clause 24.5 28.4 (Protection of Personal Data);; and (xxii) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority Fund may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 64.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body ; the Fund terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; the Fund conducts an Audit reveals assessment pursuant to Clause 12.2 and concludes that the Supplier has underpaid an amount equal to or greater than five per cent (5%) not demonstrated that it meets the Minimum Standards of the Management Charge due; (d) Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority Fund expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii17.1.4(c)(ii) (Variation Procedure); (ii) ; Clause 24.2.10 22.2.10 (Confidentiality); (iii) ; Clause 37.6.2 35.6.2 (Prevention of Fraud and XxxxxxxBribery); (iv) ; Clause 33.1.2 31.1.2 (Compliance) (v) ; Clause 38.3 36.3 (Conflicts of Interest); (vi) paragraph 6.2 ; Clause 2.1 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 7.2.6; Clause 9 (Framework Agreement Performance); (iii) ; Clause 15 16 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) ; Clause 18 (Promoting Tax Compliance); (vi) ; Clause 22 220 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 22.1 (Provision of Management Information); (viii) ; Clause 24.4 22.4 (Freedom of Information); (ix) ; Clause 24.5 22.5 (Protection of Personal Data); (x) ; [and/or] paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)the Fund are acceptable; and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the AuthorityFund, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority Fund is remediable but has not remedied such Default to the satisfaction of the Authority Fund within twenty (20) Working Days, or such other period as may be specified by the AuthorityFund, after issue of a written notice from the Authority Fund to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the AuthorityFund.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement and/ or Lease Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off ProcedureProcedures); (b) a Contracting Body Authority terminates a Call Off Agreement and/ or Lease Agreement for the Supplier’s breach of that Call Off Agreement and/ or Lease Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Authority conducts an assessment pursuant to Clause 14.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; (e) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (fg) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) [Clause 16.1.4(c)(ii9.4 (Cyber Essentials Scheme Condition)] (ii) Clause 19.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 32.1.4 (Prevention of Fraud and XxxxxxxAuthority Remedies); (iv) Clause 33.1.2 27.2.10 (ComplianceConfidentiality); (v) Clause 38.3 40.6.2 (Prevention of Fraud and Bribery); (vi) Clause 36.1.2 (Compliance with the Law); (vii) Clause 41.3 (Conflicts of Interest); (viviii) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (viiix) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Agreement Performance); (iii) [Clause 15 14 (Minimum Standards of Reliability); (iv) Clause 18 (Records, Audit Access and Open Book Data); (ivv) Clause 17 20 (Management Charge); (vvi) Clause 18 21 (Promoting Tax Compliance); (vivii) Clause 22 25 (Supply Chain Rights and Protection); (viiviii) Clause 24.1 27.1 (Provision of Management Information); (viiiix) Clause 24.4 27.4 (Freedom of Information); (ixx) Clause 24.5 27.5 (Protection of Personal Data); (xxi) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or; (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hi) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (j) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.after

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) : a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of contiguous three (3) Months; (f) Month period; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii) 16.1.4cii (Variation Procedure); (ii) ; Clause 24.2.10 22.2.10 (Confidentiality); (iii) ; Clause 37.6.2 35.6.2 (Prevention of Fraud and Xxxxxxx); ; Clause 31.1.2 (ivCompliance) Clause 33.1.2 (Compliance) (v) Clause 38.3 36.3 (Conflicts of Interest); (vi) ; paragraph 6.2 78.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 (Representations and Warranties); (ii) ; Clause 9 (Framework Agreement Performance); (iii) ; Clause 15 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 (Management Charge); (v) ; Clause 18 (Promoting Tax Compliance); (vi) ; Clause 22 20 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 22.1 (Provision of Management Information); (viii) ; Clause 24.4 22.4 (Freedom of Information); (ix) ; Clause 24.5 22.5 (Protection of Personal Data); (x) ; and/or paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) . the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 65.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards or Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii) 18.1.7 (Variation Procedure); (ii) ; Clause 24.2.10 26.2.10 (Confidentiality); (iii) ; Clause 37.6.2 39.6,.2 (Prevention of Fraud and Xxxxxxx); ; Clause 35.1.2 (ivCompliance) Clause 33.1.2 (Compliance) (v) Clause 38.3 40.3 (Conflicts of Interest); (vi) ; paragraph 6.2 77.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 10 (Framework Agreement Performance); ; Clause 13 (iii) Minimum Standards of Reliability); Clause 15 17 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 19 (Management Charge); (v) ; Clause 18 20 (Promoting Tax Compliance); (vi) ; Clause 22 24 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 26.1 (Provision of Management Information); (viii) ; Clause 24.4 26.4 (Freedom of Information); (ix) ; Clause 24.5 26.5 (Protection of Personal Data); (x) ; and/or paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)the Authority are acceptable; and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 71.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B E of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation Procedure); (ii) : Clause 24.2.10 (Confidentiality); (iii) ; Clause 37.6.2 (Prevention of Fraud and Xxxxxxx); (iv) ; Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) ; paragraph 6.2 83.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 (Representations and Warranties); (ii) ; Clause 9 (Framework Agreement Performance); (iii) ; Clause 15 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 (Management Charge); (v) ; Clause 18 (Promoting Tax Compliance); (vi) ; Clause 22 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 (Provision of Management Information); (viii) ; Clause 24.4 (Freedom of Information); (ix) ; Clause 24.5 (Protection of Personal Data); (x) ; [and/or] paragraph 1.2 of Part B E of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 21 (Goods and/or Services and Key Performance Indicators); PSN Compliance) [and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) ] the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Dynamic Purchasing System Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement Contract pursuant to paragraph 6.2 of Framework DPS Schedule 5 (Call Off for Competition Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement Contract for the Supplier’s breach of that Call Off AgreementContract; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge Levy due; (d) Not Used; (e) the Supplier refuses or fails to comply with its obligations as set out in Framework DPS Schedule 12 (Continuous Improvement and Benchmarking); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Dynamic Purchasing System Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii9.3 (Cyber Essentials Scheme Condition) (ii) Clause 19.1.4(b) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 32.1.4 (Prevention of Fraud and XxxxxxxAuthority Remedies); (iv) Clause 33.1.2 27.2.10 (ComplianceConfidentiality); (v) Clause 38.3 40.6.2 (Prevention of Fraud and Bribery); (vi) Clause 36.1.2 (Compliance with the Law); (vii) Clause 41.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (viiviii) anywhere that is stated in this Framework Dynamic Purchasing System Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework DPS Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Dynamic Purchasing System Agreement Performance); (iii) Not Used; (iv) Clause 15 18 (Records, Audit Access and Open Book Data); (ivv) Clause 17 20 (Management ChargeLevy); (vvi) Clause 18 21 (Promoting Tax Compliance); (vivii) Not Used; (viii) Clause 22 24 (Supply Chain Rights and Protection); (viiix) Clause 24.1 27.1 (Provision of Management Information); (viiix) Clause 24.4 27.3 (Transparency and Freedom of Information); (ixxi) Clause 24.5 27.4 (Protection of Personal Data); (xxii) paragraph 1.2 of Part B of Framework DPS Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or; (xixiii) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/orNot Used; (xiixiv) paragraph Paragraph 4 of Framework DPS Schedule 16 (Financial Distress); and/or (hi) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (j) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority. 33.3 Not Used

Termination on Material Default. 30.2.1 28.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (cb) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ec) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of contiguous three (3) MonthsMonth period; (fd) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) 16.1.4cii (Variation Procedure); (ii) Clause 24.2.10 22.2.10 (Confidentiality); (iii) Clause 37.6.2 35.6.2 (Prevention of Fraud and Xxxxxxx); (iv) Clause 33.1.2 31.1.2 (Compliance) (v) Clause 38.3 36.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (ge) the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) Clause 6 (Representations and Warranties); (ii) Clause 9 (Framework Agreement Performance); (iii) Clause 15 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) Clause 18 (Promoting Tax Compliance); (vi) Clause 22 20 (Supply Chain Rights and Protection); (vii) Clause 24.1 22.1 (Provision of Management Information); (viii) Clause 24.4 22.4 (Freedom of Information); (ix) Clause 24.5 22.5 (Protection of Personal Data);; and/or (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or. (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hf) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ig) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement Contract pursuant to paragraph 6.2 7.3 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body CSL terminates a Call Off Agreement Contract for the Supplier’s breach of that Call Off AgreementContract; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking);; 37 (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: : Clause 9.4 (i) Cyber Essentials Scheme Condition); Clause 16.1.4(c)(ii19.1.4(b)(ii) (Variation Procedure); ; Clause 32.1.4 (ii) Authority Remedies); Clause 24.2.10 27.2.10 (Confidentiality); (iii) ; Clause 37.6.2 40.6.2 (Prevention of Fraud and XxxxxxxBribery); ; Clause 36.1.2 (iv) Compliance with the Law); Clause 33.1.2 (Compliance) (v) Clause 38.3 41.3 (Conflicts of Interest); (vi) ; paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 11 (Framework Agreement Performance); (iii) ; Clause 15 18 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 20 (Management Charge); (v) ; Clause 18 21 (Promoting Tax Compliance); (vi) ; Clause 22 25 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 27.1 (Provision of Management Information); (viii) Clause 24.4 (Freedom of Information); (ix) Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.1.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii19.1.4(c)(ii) (Variation Procedure); (ii) ; Clause 24.2.10 27.2.10 (Confidentiality); (iii) ; Clause 37.6.2 40.6.2 (Prevention of Fraud and Xxxxxxx); (iv) ; Clause 33.1.2 36.1.2 (Compliance) (v) ; Clause 38.3 41.3 (Conflicts of Interest); (vi) ; paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 11 (Framework Agreement Performance); (iii) ; Clause 15 18 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 20 (Management Charge); (v) ; Clause 18 21 (Promoting Tax Compliance); (vi) ; Clause 22 25 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 27.1 (Provision of Management Information); (viii) ; Clause 24.4 27.4 (Freedom of Information); (ix) ; Clause 24.5 27.5 (Protection of Personal Data); (x) ; [and/or] paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or; (h) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (i) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ij) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 71.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B E of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation Procedure); (ii) : Clause 24.2.10 (Confidentiality); (iii) ; Clause 37.6.2 (Prevention of Fraud and XxxxxxxBribery); (iv) ; Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) ; paragraph 6.2 83.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 (Representations and Warranties); (ii) ; Clause 9 (Framework Agreement Performance); (iii) ; Clause 15 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 (Management Charge); (v) ; Clause 18 (Promoting Tax Compliance); (vi) ; Clause 22 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 (Provision of Management Information); (viii) ; Clause 24.4 (Freedom of Information); (ix) ; Clause 24.5 (Protection of Personal Data); (x) ; [and/or] paragraph 1.2 of Part B E of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 21 (Goods and/or Services and Key Performance Indicators); PSN Compliance) [and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) ] the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Dynamic Purchasing System Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement Contract pursuant to paragraph 6.2 of Framework DPS Schedule 5 (Call Off for Competition Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement Contract for the Supplier’s breach of that Call Off AgreementContract; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge Levy due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework DPS Schedule 12 (Continuous Improvement and BenchmarkingImprovement); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (f) the Authority expressly reserves the right to terminate this Framework Dynamic Purchasing System Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii9.4 (Cyber Essentials Scheme Condition) (ii) Clause 19.1.4(b) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 32.1.4 (Prevention of Fraud and XxxxxxxAuthority Remedies); (iv) Clause 33.1.2 27.2.10 (ComplianceConfidentiality); (v) Clause 38.3 40.6.2 (Prevention of Fraud and Bribery); (vi) Clause 36.1.2 (Compliance with the Law); (vii) Clause 41.3 (Conflicts of Interest); (viviii) paragraph 6.2 of Framework DPS Schedule 9 (Management Information); and/or (viiix) anywhere that is stated in this Framework Dynamic Purchasing System Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a material Default of any of the following Clauses or Framework DPS Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Dynamic Purchasing System Agreement Performance); (iii) Clause 15 18 (Records, Audit Access and Open Book Data); (iv) Clause 17 20 (Management ChargeLevy); (v) Clause 18 21 (Promoting Tax Compliance); (vi) Clause 22 24 (Supply Chain Rights and Protection); (vii) Clause 24.1 27.1 (Provision of Management Information); (viii) Clause 24.4 27.3 (Transparency and Freedom of Information); (ix) Clause 24.5 27.4 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework DPS Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or; (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/orNot Used (xii) paragraph Paragraph 4 of Framework DPS Schedule 16 (Financial Distress); and/or (h) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (i) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ij) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 28.1.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking)has not demonstrated that it meets the Minimum Standards of Reliability; (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: : Clause 8.4 (iCyber Essentials Scheme Condition) Clause 16.1.4(c)(ii17.1.4(c)(ii) (Variation Procedure); ; Clause 27.1.4 (ii) Authority Remedies); Clause 24.2.10 22.2.10 (Confidentiality); (iii) ; Clause 37.6.2 35.6.2 (Prevention of Fraud and Xxxxxxx); ; Clause 31.1.2 (iv) Compliance with Law); Clause 33.1.2 (Compliance) (v) Clause 38.3 36.3 (Conflicts of Interest); (vi) ; paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) and anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 10 (Framework Agreement Performance); ; Clause 13 (iii) Minimum Standards of Reliability); Clause 15 16 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 18 (Management Charge); (v) ; Clause 18 19 (Promoting Tax Compliance); (vi) ; Clause 22 20 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 22.1 (Provision of Management Information); (viii) ; Clause 24.4 22.4 (Freedom of Information); (ix) ; Clause 24.5 22.5 (Protection of Personal Data);; and (x) paragraph 1.2 1. 2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/orand (h) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (i) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ij) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1. The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier Provider where: (a) the Supplier Provider fails to accept a Call Off Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement for the SupplierProvider’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier Provider has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier Provider refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier Provider to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: i. Clause 9.4 (i) Cyber Essentials Scheme Condition) ii. Clause 16.1.4(c)(ii) 19.1.3 (Variation Procedure); iii. Clause 32.1.4 (ii) Clause 24.2.10 (ConfidentialityAuthority Remedies); (iii) iv. Clause 37.6.2 27.2.10(Confidentiality); v. Clause 40.6.2 (Prevention of Fraud and Xxxxxxx); vi. Clause 36.1.2 (iv) Compliance with the Law); vii. Clause 33.1.2 (Compliance) (v) Clause 38.3 41.3 (Conflicts of Interest); (vi) viii. paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) ix. anywhere that is stated in this Framework Agreement that the Supplier Provider by its act or omission will have committed a material Default; (g) the Supplier Provider commits a material Default of any of the following Clauses or Framework Schedules: (i) i. Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) . Clause 9 11 (Framework Agreement Performance); (iii) . Clause 15 18 (Records, Audit Access and Open Book Data); (iv) . Clause 17 20 (Management Charge); (v) v. Clause 18 21 (Promoting Tax Compliance); (vi) . Clause 22 25 (Supply Chain Rights and Protection); (vii) . Clause 24.1 27.1 (Provision of Management Information); (viii) . Clause 24.4 27.4 (Freedom of Information); (ix) . Clause 24.5 (Protection 27.5(Protection of Personal Data);; and (x) x. paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/orand (h) the Supplier representation and warranty given by the Provider pursuant to Clause 7.2.6 is materially untrue or misleading, and the Provider fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (i) the Provider commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ij) the Supplier Provider commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier Provider specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 70.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Authority conducts an assessment pursuant to Clause 15.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii) (Variation 20.1.4(b).(Variation Procedure); (ii) ; Clause 24.2.10 26.2.10 (Confidentiality); (iii) ; Clause 37.6.2 39.6.2 (Prevention of Fraud and XxxxxxxBribery); ; Clause 35.1.2 (ivCompliance) Clause 33.1.2 (Compliance) (v) Clause 38.3 40.3 (Conflicts of Interest); (vi) ; paragraph 6.2 84.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 10 (Framework Agreement Performance); ; Clause 11 (iiiSupplier Personnel) Clause 15 12 (Safeguarding Children and Vulnerable Adults) Clause 19 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 21 (Management Charge); (v) ; Clause 18 22 (Promoting Tax Compliance); (vi) ; Clause 22 24 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 26.1 (Provision of Management Information); (viii) ; Clause 24.4 26.4 (Freedom of Information); (ix) ; Clause 24.5 26.5 (Protection of Personal Data); (x) ; and/or paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators). the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority. Where the Supplier fails to comply with the technical requirements prescribed by Cyber Essentials in accordance with clause 26.5.5 of this Framework Agreement the Authority shall be entitled to terminate this Framework Agreement with immediate effect by serving notice In Writing on the Supplier.

Termination on Material Default. 30.2.1 32.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 7.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; (e) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation 18.1.4(c)(ii).(Variation Procedure); (ii) Clause 24.2.10 26.2.10 (Confidentiality); (iii) Clause 37.6.2 39.6.2 (Prevention of Fraud and XxxxxxxBribery); (iv) Clause 33.1.2 35.1.2 (Compliance) (v) Clause 38.3 40.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 10 (Framework Agreement Performance); (iii) Clause 15 17 (Records, Audit Access and Open Book Data); (iv) Clause 17 19 (Management Charge); (v) Clause 18 20 (Promoting Tax Compliance); (vi) Clause 22 24 (Supply Chain Rights and Protection); (vii) Clause 24.1 26.1 (Provision of Management Information); (viii) Clause 24.4 26.4 (Freedom of Information); (ix) Clause 24.5 26.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or; (xii) paragraph 2.3 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Part A proposed mitigating factors which in the reasonable opinion of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/orthe Authority are acceptable; (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (hj) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority. (l) 32.3 Termination in Relation to Financial Standing

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 62.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Supplier refuses or fails to comply with its obligations as set out in paragraph 2.2.4 of Part A of Framework Schedule 12 2 (Continuous Improvement and BenchmarkingGoods And / Or Services nd Key Performance Indicators); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii) 16.1.7 (Variation Procedure); (ii) ; Clause 24.2.10 (Confidentiality); (iii) ; Clause 37.6.2 37.6,.2 (Prevention of Fraud and Xxxxxxx); (iv) ; Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) ; paragraph 6.2 76.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 (Representations and Warranties); (ii) ; Clause 9 (Framework Agreement Performance); (iii) ; Clause 15 (Records, Records Audit Access and Open Book Data); (iv) ; Clause 17 (Management Charge); (v) ; Clause 18 (Promoting Tax Compliance); (vi) ; Clause 22 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 (Provision of Management Information); (viii) ; Clause 24.4 (Freedom of Information); (ix) ; Clause 24.5 (Protection of Personal Data); (x) ; and/or paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) . the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 33.2.1 The Authority may terminate this Framework Dynamic Purchasing System Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement Contract pursuant to paragraph 6.2 of Framework DPS Schedule 5 (Call Off for Competition Procedure); (b) a Contracting Body Authority terminates a Call Off Agreement Contract for the Supplier’s breach of that Call Off AgreementContract; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge Levy due; (d) Not Used; (e) the Supplier refuses or fails to comply with its obligations as set out in Framework DPS Schedule 12 (Continuous Improvement and BenchmarkingImprovement); (ef) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Monthsmonths; (fg) the Authority expressly reserves the right to terminate this Framework Dynamic Purchasing System Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii9.4 (Cyber Essentials Scheme Condition) (ii) Clause 19.1.4(b) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 32.1.4 (Prevention of Fraud and XxxxxxxAuthority Remedies); (iv) Clause 33.1.2 27.2.10 (ComplianceConfidentiality); (v) Clause 38.3 40.6.2 (Prevention of Fraud and Bribery); (vi) Clause 36.1.2 (Compliance with the Law); (vii) Clause 41.3 (Conflicts of Interest); (viviii) paragraph 6.2 of Framework DPS Schedule 9 (Management Information); and/or (viiix) anywhere that is stated in this Framework Dynamic Purchasing System Agreement that the Supplier by its act or omission will have committed a material Default; (gh) the Supplier commits a material Default of any of the following Clauses or Framework DPS Schedules: (i) Clause 6 7 (Representations and Warranties)) except Clause 7.2.6; (ii) Clause 9 11 (Framework Dynamic Purchasing System Agreement Performance); (iii) Not Used; (iv) Clause 15 18 (Records, Audit Access and Open Book Data); (ivv) Clause 17 20. (Management ChargeLevy); (vvi) Clause 18 21 (Promoting Tax Compliance); (vivii) Not Used; (viii) Clause 22 25 (Supply Chain Rights and Protection); (viiix) Clause 24.1 27.1 (Provision of Management Information); (viiix) Clause 24.4 27.3 (Transparency and Freedom of Information); (ixxi) Clause 24.5 27.4 (Protection of Personal Data); (xxii) paragraph 1.2 of Part B of Framework DPS Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or; (xixiii) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/orNot Used; (xiii) paragraph 4 the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of Framework Schedule 16 (Financial Distress); and/orproposed mitigating factors which in the reasonable opinion of the Authority are acceptable; (hj) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (ik) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) : the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 86.2 of Framework Schedule 5 (Call Off Procedure); (b) ; a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) ; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) ; the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) ; in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) months; the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) : Clause 16.1.4(c)(ii18.1.4(b)(ii) (Variation Procedure); (ii) ; Clause 24.2.10 26.2.10 (Confidentiality); (iii) ; Clause 37.6.2 39.6.2 (Prevention of Fraud and XxxxxxxBribery); (iv) ; Clause 33.1.2 35.1.2 (Compliance) (v) ; Clause 38.3 40.3 (Conflicts of Interest); (vi) ; paragraph 6.2 98.2 of Framework Schedule 9 (Management Information); and/or (vii) and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) ; the Supplier commits a material Default of any of the following Clauses or Framework Schedules: (i) : Clause 6 7 (Representations and Warranties); (ii) except Clause 9 7.2.6; Clause 10 (Framework Agreement Performance); (iii) ; Clause 15 17 (Records, Audit Access and Open Book Data); (iv) ; Clause 17 19 (Management Charge); (v) ; Clause 18 20 (Promoting Tax Compliance); (vi) ; Clause 22 24 (Supply Chain Rights and Protection); (vii) ; Clause 24.1 26.1 (Provision of Management Information); (viii) ; Clause 24.4 26.4 (Freedom of Information); (ix) ; Clause 24.5 26.5 (Protection of Personal Data); (x) ; [and/or] paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators). the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) and/or the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such 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 from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.