Common use of WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT Clause in Contracts

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The Catapult's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Catapult's other rights and remedies, the Catapult may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has been awarded; (b) the delivery of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delay; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the Catapult, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute; (g) the Recipient provides the Catapult with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the Catapult, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 9.1 The CatapultRSC's intention is that the Internship Grant will be paid to the Recipient Business in full. However, without prejudice to the CatapultRSC's other rights and remedies, the Catapult RSC may at its sole discretion withhold withhold, suspend or suspend reduce payment of the Grant and/or require repayment of all or any part of the Internship Grant if: (a) the Recipient Business uses the Internship Grant or any part of the Internship Grant for purposes other than those for which it has they have been awarded; (b) the delivery Business fails to comply, or ceases to comply, with any of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delayEligibility Criteria; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the Catapult, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute; (g) the Recipient Business provides the Catapult RSC with any materially misleading or inaccurate information; (hd) the Recipient commits Business fails to comply with its obligations under the Anti-Bribery Obligations and RSC Code of Conduct for Associates and/or there is any financial irregularity or committed a Prohibited Actfraud in the operation of the Internship Placement; (ie) there has been any member overpayment of the governing bodyInternship Grant; (f) the Business and/or any of its staff and sub-contractors, employee or volunteer of the Recipient has have (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or Internship Placement; and/or (b) taken any actions which, in the reasonable opinion of the CatapultRSC, bring or are likely to bring the CatapultRSC's or the Funder’s name or reputation into disrepute; (jg) the Recipient Business ceases to operate for any reason, reason or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lh) the Recipient Business fails to comply with any of the terms and conditions set out in this Agreement. 9.2 Wherever under the Agreement and fails any sum of money is recoverable from or payable by the Business (including any sum that the Business is liable to rectify pay to the RSC in respect of any such failure breach of the Agreement): a) the Business shall make repayment within 30 days of receiving written notice detailing a demand should the failure.RSC demand repayment of the Internship Grant or any part of it; or 11.2 The Catapult b) the RSC may retain unilaterally deduct that sum from any sum then due, or set off which at any sums owed to it by the Recipient which have fallen due and payable against any sums later time may become due to the Recipient Business under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultAgreement. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 9.3 For the avoidance of doubt, no event or actions described this Agreement and the award of the Internship Grant does not constitute a contract for services. Nothing in this Agreement is intended to create a VAT taxable supply and it is the understanding of RSC and the Business that the payment of the Internship Grant in support of the Internship Placement is outside the scope of VAT. VAT shall, for the purpose of this clause, mean Value Added Tax or any other similar tax in any other country. 9.4 The Internship Grant is fully inclusive of any and all taxes that may be payable in connection with the award, receipt or use of the Internship Grant. The Business will deduct any such taxes out of the Grant and in no circumstances shall RSC be required to pay any additional sums in respect of any such taxes. 9.5 The provisions of this clause 11 9 shall cause survive the expiry or termination of this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination)Agreement, howsoever arising.

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. ‌ 11.1 The Catapult's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Catapult's other rights and remedies, the Catapult may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has been awarded; (b) the delivery of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delay; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the Catapult, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute; (g) the Recipient provides the Catapult with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the Catapult, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant [and/or require repayment of all or part of the Grant Grant] if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month [6 months] of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain 12.2 Wherever under the Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient (including any sum that the Recipient is liable to pay to the Funder in respect of any breach of the Agreement), the Funder may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement the Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 [The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.] 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The Catapult's intention is that the Grant will be paid to the Recipient in full5.1. However, without Without prejudice to the CatapultDepartment's other rights and remedies, the Catapult Department may at its discretion reduce, withhold or suspend payment of the Grant and/or to terminate the Grant with immediate effect, and/or require repayment of all or part of the Grant ifif one or more of the following events occur: (a) the Recipient Grantee uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 6 months of the Start Date date of the Letter and the Recipient Grantee has failed to provide the Catapult Department with a satisfactory explanation (in the Department’s reasonable explanation opinion) for the delay; (c) the Catapult Department considers that the Recipient Grantee has not made satisfactory progress with the delivery of the Project, against the agreed work programme, as set out in the Grantee Application and any subsequent agreed changes; (d) the Recipient Grantee is, in the reasonable opinion of the CatapultDepartment, delivering the Project in a negligent manner; (e) the Recipient Grantee obtains duplicate funding from a third party for the Project; (f) the Recipient Grantee obtains funding from a third party which, in the reasonable opinion of the CatapultDepartment, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder Department into disrepute; (g) the Recipient Grantee provides the Catapult Department with any materially misleading or inaccurate information; (h) the Recipient Grantee commits or has committed a Prohibited Actfraud, bribery or any conduct calculated or likely in all material aspects to affect prejudicially the interests or reputation of the Department; (i) any member of the governing body, employee or volunteer of the Recipient Grantee has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (bProject; j) taken any actions which, in the reasonable opinion of the CatapultDepartment, bring or are likely to bring the CatapultDepartment's or the Funder’s name or reputation into disrepute; (jk) the Recipient Grantee ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (kl) the Recipient Grantee becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lm) the Recipient Grantee fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain 5.2. Wherever under this Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient Grantee (including any sum that the Grantee is liable to pay to the Department in respect of any breach), the Department may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient Grantee under this agreement Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultDepartment. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 5.3. Should the Recipient Grantee be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Department as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Department will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Department and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult may Funder may, at its discretion discretion, withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 3 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the ProjectProject without the prior written consent of the Funder; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing bodyGoverning Body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient Funder provides goods or services to the CatapultRecipient. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.3 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold withhold, reduce or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project Outcomes does not start within 1 month of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the ProjectOutcomes; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project Outcomes in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the ProjectOutcomes; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Outcomes or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project Outcomes or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 (m) Payment is deemed state aid or contrary to any laws regarding competition in which case the Recipient shall indemnify the Funder for any liability whatsoever. (n) The Catapult Funder, acting by its Project Manager or otherwise, gives at least one months notice that the Grant is to be reduced as a result of budget pressures or change in Funder priorities. Any reduction under this subparagraph shall be at the absolute discretion of the Funder. 12.2 The Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project Outcomes or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold , suspend or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 13.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at in its absolute discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) 13.1.1 the Funder’s funding for the Project is withdrawn, terminated, reduced or becomes unavailable for any reason; 13.1.2 the Recipient fails to obtain ethical approval for the Project prior to the commencement of the Project; 13.1.3 the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) 13.1.4 the delivery of the Project does not start within 1 month 2 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) 13.1.5 the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) 13.1.6 the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; 13.1.7 following a peer review of the Outcomes Summary (eand, if Schedule 1 (Research & Report Principles) applies, the Report and/ or the Results), the Funder is not satisfied that the Outcomes Summary and/ or the Report and/ or the Results has been produced in accordance with such quality standards, skill, diligence and best practice expected in the Recipient’s field of work; 13.1.8 the Recipient obtains duplicate funding from a third party for the Project; (f) 13.1.9 the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) 13.1.10 the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) 13.1.11 the Recipient commits or committed a Prohibited Act; (i) 13.1.12 any member of the governing body, employee Governing Body or volunteer of the Recipient Related Person has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project Project; or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) 13.1.13 the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) 13.1.14 the Recipient becomes insolvent, or it is declared bankruptinsolvent, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) 13.1.15 the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 13.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 13.3 The Recipient shall make any payments due to the Catapult Funder on demand and without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 13.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) repayment or recovery is required under State aid Law; and/or the Recipient ceases is otherwise required to operate for any reason, repay or it passes a resolution (recover the Grant in whole or any court in part to or by the European Commission. Any part of competent jurisdiction makes an order) that it the Grant required to be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts repaid shall bear interest as they fall duerequired under State Aid Law; or (lk) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The Catapult's Funder’s intention is that the Grant will be paid to the Recipient in fullfull as per the agreed Funding Rates. However, without prejudice to the Catapult's Funder’s other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has been awarded; (b) the Funder is entitled to do so as set out in: (i) the Funding and Performance Management Rules; (ii) Schedule 4 (“Quality Assurance and Raising Standards”); or (iii) Schedule 6 (“OFSTED Inspections”) (c) the delivery of the Project does not start within 1 month of on the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (cd) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (de) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (ef) the Recipient obtains duplicate funding from a third party for the Project; (fg) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (gh) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (hi) the Recipient commits or committed a Prohibited Act; (ij) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (jk) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (kl) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lm) the Recipient fails to comply with any of the terms and conditions set out in this Agreement (including all of its Schedules) and fails to rectify any such failure within 30 days of receiving such reasonable time period as is specified in a written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in fullRecipient. However, notwithstanding any other terms of this Agreement and without prejudice to the CatapultFunder's other rights and remedies, (i) the Catapult Funder shall not be obliged to make any payment or any further payment of the Grant to the Recipient and (ii) may at its discretion and after careful consideration withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant ifor such other sum as provided and determined in accordance with Sub- Clause 12.2 where: (a) 12.1.1 the Recipient uses the Grant for purposes other than those for which it has they have been awarded; 12.1.2 the Project is not Materially Commenced within twelve (b12) the delivery months of the Project does not start within 1 month of the Start Date Recipient obtaining planning permission and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) 12.1.3 the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; 12.1.4 Practical Completion of the Project has not been achieved by the date which is eighteen (d18) months from the date the Project is Materially Commenced; 12.1.5 the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) 12.1.6 the Recipient obtains duplicate funding from a third party for the Project; (f) 12.1.7 the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) 12.1.8 the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) 12.1.9 the Recipient commits or committed a Prohibited Act; (i) 12.1.10 any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the Catapult, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 ‌ 9.1 The CatapultRSC's intention is that the Internship Grant will be paid to the Recipient Business in full. However, without prejudice to the CatapultRSC's other rights and remedies, the Catapult RSC may at its sole discretion withhold withhold, suspend or suspend reduce payment of the Grant and/or require repayment of all or any part of the Internship Grant if: (a) the Recipient Business uses the Internship Grant or any part of the Internship Grant for purposes other than those for which it has they have been awarded; (b) the delivery Business fails to comply, or ceases to comply, with any of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delayEligibility Criteria; (c) the Catapult considers that Business provides the Recipient has not made satisfactory progress RSC with the delivery of the Project;any misleading or inaccurate information;‌ (d) the Recipient is, Business fails to comply with its obligations under the Anti-Bribery Obligations and RSC Code of Conduct for Associates and/or there is any financial irregularity or fraud in the reasonable opinion operation of the Catapult, delivering the Project in a negligent mannerInternship Placement; (e) there has been any overpayment of the Recipient obtains duplicate funding from a third party for the ProjectInternship Grant; (f) the Recipient obtains funding from a third party whichBusiness and/or any of its staff and sub-contractors, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute; (g) the Recipient provides the Catapult with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has have (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or Internship Placement; and/or (b) taken any actions which, in the reasonable opinion of the CatapultRSC, bring or are likely to bring the CatapultRSC's or the Funder’s name or reputation into disrepute; (jg) the Recipient Business ceases to operate for any reason, reason or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lh) the Recipient Business fails to comply with any of the terms and conditions set out in this Agreement. 9.2 Wherever under the Agreement and fails any sum of money is recoverable from or payable by the Business (including any sum that the Business is liable to rectify pay to the RSC in respect of any such failure breach of the Agreement):‌ a) the Business shall make repayment within 30 days of receiving written notice detailing a demand should the failure.RSC demand repayment of the Internship Grant or any part of it; or 11.2 The Catapult b) the RSC may retain unilaterally deduct that sum from any sum then due, or set off which at any sums owed to it by the Recipient which have fallen due and payable against any sums later time may become due to the Recipient Business under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultAgreement. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 9.3 For the avoidance of doubt, no event or actions described this Agreement and the award of the Internship Grant does not constitute a contract for services. Nothing in this Agreement is intended to create a VAT taxable supply and it is the understanding of RSC and the Business that the payment of the Internship Grant in support of the Internship Placement is outside the scope of VAT. VAT shall, for the purpose of this clause, mean Value Added Tax or any other similar tax in any other country. 9.4 The Internship Grant is fully inclusive of any and all taxes that may be payable in connection with the award, receipt or use of the Internship Grant. The Business will deduct any such taxes out of the Grant and in no circumstances shall RSC be required to pay any additional sums in respect of any such taxes. 9.5 The provisions of this clause 11 9 shall cause survive the expiry or termination of this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination)Agreement, howsoever arising.

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 13.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month [6 months] of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (gf) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (hg) the Recipient commits or committed a Prohibited Act; (ih) any elected member of the governing body, employee or volunteer of the Recipient who is directly involved with the Project has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (li) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain 13.2 Wherever under the Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient (including any sum that the Recipient is liable to pay to the Funder in respect of any breach of the Agreement), the Funder may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement the Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultFunder. 11.3 13.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 13.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The CatapultThere may be occasions when RSSB is required to suspend, withdraw or reclaim the Grant in whole or in part. In doing so the RSSB shall at all times act reasonably and in consultation with the Recipient. RSSB will use reasonable efforts (where consistent with RSSB’s legal and contractual obligations) to minimise the impact of any such actions on the ability of the Recipients to deliver the Project’s outcomes as set out in the Project proposal and Exploitation Plan. In such circumstances, RSSB will notify the Recipient and, where reasonable, work with the Recipient to resolve any underlying issues before taking such action. RSSB's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultRSSB's other rights and remedies, the Catapult RSSB may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) 11.1.1 the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) 11.1.2 the delivery of the Project does not start within 1 month 3 months of the Start Commencement Date and the Recipient has failed to provide the Catapult RSSB with a reasonable explanation for the delay; (c) the Catapult 11.1.3 RSSB considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) 11.1.4 the Recipient is, in the reasonable opinion of the CatapultRSSB, delivering the Project in a negligent manner; (e) 11.1.5 the Recipient obtains duplicate funding from a third party for the ProjectProject in respect of Eligible Costs to be covered by the Grant; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute; (g) 11.1.6 the Recipient provides the Catapult RSSB with any materially misleading or inaccurate information; (h) 11.1.7 the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the Catapult, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (j) 11.1.8 the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) 11.1.9 the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or; (l) 11.1.10 the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure; or 11.1.11 RSSB considers that the Grant no longer qualifies for exemption from the prohibition on state aid pursuant to the General Block Exemption Regulation (Commission Regulation (EU) N°651/2014) or such other state aid treatment pursuant to which the Grant was awarded; 11.1.12 any investigation or any legal proceedings is or are commenced concerning the compatibility of the grant arrangements set out in this Agreement with the provisions of Articles 107-109 of the Treaty on the Functioning of the European Union (as may be amended from time to time) and any regulations or other legislation made pursuant to those provisions. 11.2 The Catapult RSSB may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultRSSB. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult RSSB as soon as possible so that, if possible, and without creating any legal obligation, the Catapult RSSB will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult RSSB and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The Catapult's 14.1 Sustrans’s intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Catapult's Sustrans’s other rights and remedies, the Catapult Sustrans may at its discretion reduce, withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) 14.1.1 the Recipient uses the Grant for purposes other than those for which it has been awarded; (b) 14.1.2 the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Sustrans with a reasonable explanation for the delay; (c) the Catapult 14.1.3 Sustrans considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) 14.1.4 a significant change or changes are required to the Project which, in the reasonable opinion of Sustrans, means that the Recipient cannot provide what was originally bid for; 14.1.5 the Recipient is, in the reasonable opinion of the CatapultSustrans, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, 14.1.6 in the reasonable opinion of Sustrans, the Catapult, undertakes activities that are likely Recipient no longer requires grant assistance in order to bring the reputation of carry out the Project, the Catapult or the Funder into disrepute; (g) 14.1.7 the Recipient provides the Catapult Sustrans with any materially misleading or inaccurate information; (h) 14.1.8 the Recipient commits or committed a Prohibited Act; (i) 14.1.9 any member of the governing body, employee or volunteer of the Recipient has has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultSustrans, bring or are likely to bring the Catapult's or the Funder’s Sustrans’ name or reputation into disrepute; (j) 14.1.10 the Recipient purports to transfer or assign any rights, interests or obligations under this Agreement without the prior consent of Sustrans; 14.1.11 a charge is secured against a fixed asset acquired or improved wholly or partly using financial assistance provided under this Agreement; 14.1.12 the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) 14.1.13 the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) 14.1.14 the Recipient fails to comply with any of the terms and conditions set out in this Agreement including but not limited to the warranties at clause 18 and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult 14.2 Where Sustrans makes a demand for payment under clause 14.1, the Recipient must repay the amount required by that demand for payment within 20 days of receipt of it. 14.3 Sustrans may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultSustrans. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 14.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Sustrans as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Sustrans will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Sustrans and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 14.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion vary, withhold or suspend suspend, in whole or part, payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery any of the ProjectProject Aims are not achieved within the Grant Period; (d) any of the Project Milestones are not achieved as detailed in Schedule 2. (e) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (ef) in the reasonable opinion of the Funder:- (i) the Project Aims are not likely to be achieved; or (ii) the Recipient does not, or will not have sufficient resources to deliver the Project. (g) the Recipient applies any part of the Grant towards Ineligible Expenditure; (h) the Recipient fails to declare Match Funding or accepts Match Funding which the Funder has rejected; (i) the Recipient obtains duplicate funding from a third party for the Project; (fj) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (gk) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (hl) the Recipient commits or committed a Prohibited Act; (im) any member of the governing bodyGoverning Body, employee employee, student or volunteer of the Recipient has who is connected to the Project has: (ai) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or Project; or (bii) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (jn) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (ko) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; (p) a decision by a UK Court or UK Tribunal requires any Grant paid to be recovered because it was awarded other than in accordance with the Subsidy Control Regulations or as a result of any obligation arising under English law or where the Funder is required to repay the Grant; or (lq) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 60 days of receiving written notice detailing the failure. 11.2 The Catapult may retain 14.2 Wherever under this Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient (including any sum that the Recipient is liable to pay to the Funder in respect of any breach of this Agreement), the Funder may deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultFunder. 11.3 14.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 14.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For 14.5 Should the avoidance of doubtRecipient deliver the Project under budget, no event with part or actions described in this clause 11 the entire Grant being unspent, any unspent amount shall cause this Agreement be repayable to automatically terminated unless the Catapult provides notice of termination Funder in accordance with clause 19 Clause 14.6 below. 14.6 Where the repayment provisions of this Clause 14 apply, the Recipient shall transfer the amount required by the Funder to be repaid (Terminationup to the total value of the Grant) to the Funder (save in the case of the provisions of Clause 14.1(f) exclusively applying, where the unspent amount of the Grant shall be repayable), or an entity or purpose nominated by the Funder, within 10 Working Days of the Funder giving the Recipient notice.

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The CatapultCouncil's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultCouncil's other rights and remedies, the Catapult Council may at its discretion withhold or suspend payment of the Grant and/or require prompt repayment of all or part of the Grant if: (a) : the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) ; the delivery of the Project Purpose does not start within 1 month 3 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Council with a reasonable explanation for the delay; (c) ; the Catapult Council considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) Purpose; the Recipient is, in the reasonable opinion of the CatapultCouncil, delivering the Project Purpose in a negligent manner; (e) ; the Recipient obtains duplicate funding from a third party for the Project; (f) Purpose; the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultCouncil, undertakes activities that are likely to bring the reputation of the Project, the Catapult Purpose or the Funder Council into disrepute; (g) ; the Recipient provides the Catapult Council with any materially misleading or inaccurate information; (h) ; the Recipient commits or committed a Prohibited Act; (i) ; any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project Purpose or (b) taken any actions which, in the reasonable opinion of the CatapultCouncil, bring or are likely to bring the CatapultCouncil's or the Funder’s name or reputation into disrepute; (j) ; the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) ; the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) or the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 . The Catapult Council may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 Council. The Recipient shall make any payments due to the Catapult Council without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 . Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project Purpose or compliance with this Agreement it will notify the Catapult Council as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Council will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Council and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in fulltwo instalments as set out at Schedule 2. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion reduce, withdraw, terminate, withhold or suspend payment of all or part of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has been awarded; (b) the delivery of the Project does not start within 1 month 3 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Recipient fails to submit either or both of the Six Month Evaluation Report and Grant Actual Expenditure Report due at six months; (d) the Funder considers that within the Six Month Evaluation Report and/or the Grant Actual Expenditure Report submitted at six months, the Recipient has not made satisfactory progress with the delivery of the Project; (de) the Recipient fails to submit either or both of the Twelve Month Evaluation Report and Grant Actual Expenditure Report due at twelve months (f) the Funder considers that within the Twelve Month Evaluation Report and/or the Grant Actual Expenditure Report, the Recipient has not fulfilled one or more element of this Agreement or their planned project. (g) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (fh) the Recipient obtains funding from a third party which, in for the reasonable opinion of same objectives and initiative as this funding inside the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute;Grant Period. (gi) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (hj) the Recipient commits or committed a Prohibited Act; (ik) any member of the governing bodyGoverning Body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (jl) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (km) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or; (ln) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure; or (o) the Funder has notified the Recipient that the Grant funding under this Agreement is to be reduced or withdrawn due to financial pressures/restraints on the Funder and/or insufficient funds being available to meet the Funder’s payment obligations under this Agreement. 11.2 The Catapult may retain 12.2 Wherever under the Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient (including any sum that the Recipient is liable to pay to the Funder in respect of any breach of the Agreement), the Funder may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement the Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The CatapultJTAC's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultJTAC's other rights and remedies, the Catapult JTAC may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awardedawarded and/or or in a manner inconsistent with the delivery of the Material Focus Electricals Recycling Fund Project and /or the Project Budget set out at Schedule 2; (b) the delivery of the Material Focus Electricals Recycling Fund Project does not start within 1 month 6 months of the Start Date and the Recipient has failed to provide the Catapult JTAC with a reasonable explanation for the delay; (c) the Catapult JTAC considers that the Recipient has not made satisfactory progress with the delivery of the Material Focus Electricals Recycling Fund Project; (d) the Recipient is, in the reasonable opinion of the CatapultJTAC, delivering the Material Focus Electricals Recycling Fund Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Material Focus Electricals Recycling Fund Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultJTAC, undertakes activities that are likely to bring the reputation of the Project, the Catapult Material Focus Electricals Recycling Fund Project or the Funder JTAC into disrepute; (g) the Recipient provides the Catapult JTAC with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing bodyGoverning Body, employee or volunteer of the Recipient has (ai) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Material Focus Electricals Recycling Fund Project or (bii) taken any actions which, in the reasonable opinion of the CatapultJTAC, bring or are likely to bring the CatapultJTAC's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation);; DRAFT (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement Contract and fails to rectify any such failure within 30 thirty (30) days of receiving written notice detailing the failure. 11.2 The Catapult JTAC may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultJTAC. 11.3 The Recipient shall make any payments due to the Catapult JTAC without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Material Focus Electricals Recycling Fund Project or compliance with this Agreement Contract it will notify the Catapult JTAC as soon as possible so that, if possible, and without creating any legal obligation, the Catapult JTAC will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult JTAC and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder or its Authorised Representative with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing bodyGoverning Body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and (except in relation to a breach of Clause 4.9) fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain 12.2 Wherever under the Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient (including any sum that the Recipient is liable to pay to the Funder in respect of any breach of the Agreement), the Funder may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultAgreement. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultCouncil's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultCouncil's other rights and remedies, the Catapult Council may at its discretion withhold or suspend payment of the Grant and/or require prompt repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project Purpose does not start within 1 month 3 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Council with a reasonable explanation for the delay; (c) the Catapult Council considers that the Recipient has not made satisfactory progress with the delivery of the ProjectPurpose; (d) the Recipient is, in the reasonable opinion of the CatapultCouncil, delivering the Project Purpose in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the ProjectPurpose; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultCouncil, undertakes activities that are likely to bring the reputation of the Project, the Catapult Purpose or the Funder Council into disrepute; (g) the Recipient provides the Catapult Council with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project Purpose or (b) taken any actions which, in the reasonable opinion of the CatapultCouncil, bring or are likely to bring the CatapultCouncil's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide bonafide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Council may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultCouncil. 11.3 12.3 The Recipient shall make any payments due to the Catapult Council without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project Purpose or compliance with this Agreement it will notify the Catapult Council as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Council will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Council and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in fullRecipient. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the works comprised in the Project does do not start within 1 month of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with what the Funder considers to be a reasonable explanation for the delay; (c) the Catapult Recipient has not spent the Grant in accordance with this Agreement by [INSERT DATE] and the Recipient has failed to provide the Funder with what the Funder considers to be a reasonable explanation for the delay; (d) in the reasonable opinion of the Funder the Recipient fails to use its best endeavours to ensure that the Improved Community Use is provided for a continuous period of eleven years commencing on the first date that the works comprised in the Project are all completed and open for use; (e) the Funder considers that the Recipient has not made satisfactory progress with the delivery of the works comprised in the Project; (df) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (eg) the Recipient obtains duplicate funding from a third party for the works comprised in the Project; (fh) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (gi) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (hj) the Recipient commits or committed a Prohibited Act; (ik) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (jl) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lm) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice from the Funder detailing the failure; or (n) the Recipient ceases for any other reason to provide the Improved Community Use. 11.2 The Catapult may retain 12.2 Wherever under the Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient (including any sum that the Recipient are liable to pay to the Funder in respect of any breach of the Agreement), the Funder may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement the Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1. The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) 12.1.1. the Recipient uses the Grant or any Additional Funding or Matched Funding for purposes other than those for which it has been awarded; (b) 12.1.2. the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date/or in line with the spend profile Date (or in line with the agreed Grant Spend Profile, if sooner) and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) 12.1.3. the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the ProjectProject or the Outcomes, linking with the delivery set out in the spend profile; (d) 12.1.4. the Funder is required, by way of direction or instruction from Government, to reduce or reclaim funding which was used by the Funder to pay the Grant; 12.1.5. the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) 12.1.6. the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) 12.1.7. the Recipient negligibly provides the Catapult Funder with any materially misleading or inaccurate information; (h) 12.1.8. the Recipient commits or committed a Prohibited Act; (i) 12.1.9. any member of the governing bodyGoverning Body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) 12.1.10. the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide bonafide and solvent reconstruction or amalgamation); (k) 12.1.11. the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or; (l) 12.1.12. the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure; or 12.1.13. where applicable, the Recipient fails to provide the Funder with evidence that it has obtained any applicable Additional Funding or Matched Funding or the Funder is otherwise not satisfied with the terms of such Additional Funding or Matched Funding. 11.2 12.1.14. The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.1.15. Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultCouncil's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultCouncil's other rights and remedies, the Catapult Council may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Council with a reasonable explanation for the delay; (c) the Catapult Council considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultCouncil, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultCouncil, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder Council into disrepute; (g) the Recipient provides the Catapult Council with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultCouncil, bring or are likely to bring the CatapultCouncil's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Council may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultCouncil. 11.3 12.3 The Recipient shall make any payments due to the Catapult Council without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Council as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Council will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Council and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within [1 month month] of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) repayment or recovery is required under or by virtue of the Subsidy Control Act 2022and/or (m) the Funder is otherwise required to repay or recover the Grant in whole or in part by (i) such persons officeholders and bodies (however constituted) that are specified under the Subsidy Control Act 2022 as having responsibility for monitoring compliance with and/or legally enforcing Subsidy ; or (ii) the courts of England and Wales; (n) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 13.1 The Catapult's Funder’s intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Catapult's Funder’s other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or Grant, or require repayment of all or part of the Grant (as appropriate in the given circumstances), or both, if: (a) the Recipient uses the Grant for purposes other than those for which it has been awarded; (b) the delivery of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delay; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the Catapult, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (gc) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; d) the Funder has made an overpayment, or a payment in error, to the Recipient; e) a saving arises because the Project Costs are less than eighteen million pounds sterling (h£18,000,000); f) the Recipient commits or has committed a Prohibited Act; (ig) any member of the governing body, body or employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the Catapult, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disreputeProject; (jh) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (ki) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; j) the Recipient has not awarded the contract for the Main Works by the expiry of forty (40) months from the Commencement Date; or (lk) the Recipient fails to comply with any of the terms and conditions set out in this Agreement (including failing to satisfy the Project objectives described in Schedule 1) and fails to rectify any such failure within 30 sixty (60) calendar days of receiving written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed 13.2 In the event that a saving arises (as referred to it by in Clause 13.1(e), the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery amount of the saving is determined by deducting the Project or compliance with this Agreement it will notify Costs from eighteen million pounds sterling (£18,000,000). Such amount divided equally between the Catapult as soon as possible so thatFunder and the Recipient, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant moniesis reduced accordingly. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 9.1 The CatapultRSC's intention is that the Internship Grant will be paid to the Recipient Business in full. However, without prejudice to the CatapultRSC's other rights and remedies, the Catapult RSC may at its sole discretion withhold withhold, suspend or suspend reduce payment of the Grant and/or require repayment of all or any part of the Internship Grant if: (a) the Recipient Business uses the Internship Grant or any part of the Internship Grant for purposes other than those for which it has they have been awarded; (b) the delivery Business fails to comply, or ceases to comply, with any of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delayEligibility Criteria; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the Catapult, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute; (g) the Recipient Business provides the Catapult RSC with any materially misleading or inaccurate information; (hd) the Recipient commits Business fails to comply with its obligations under the Anti-Bribery Obligations and RSC Code of Conduct for Associates and/or there is any financial irregularity or committed a Prohibited Actfraud in the operation of the Internship Placement; (ie) there has been any member overpayment of the governing bodyInternship Grant;‌ (f) the Business and/or any of its staff and sub-contractors, employee or volunteer of the Recipient has have (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or Internship Placement; and/or (b) taken any actions which, in the reasonable opinion of the CatapultRSC, bring or are likely to bring the CatapultRSC's or the Funder’s name or reputation into disrepute; (jg) the Recipient Business ceases to operate for any reason, reason or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lh) the Recipient Business fails to comply with any of the terms and conditions set out in this Agreement. 9.2 Wherever under the Agreement and fails any sum of money is recoverable from or payable by the Business (including any sum that the Business is liable to rectify pay to the RSC in respect of any such failure breach of the Agreement): a) the Business shall make repayment within 30 days of receiving written notice detailing a demand should the failure.RSC demand repayment of the Internship Grant or any part of it; or 11.2 The Catapult b) the RSC may retain unilaterally deduct that sum from any sum then due, or set off which at any sums owed to it by the Recipient which have fallen due and payable against any sums later time may become due to the Recipient Business under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult.Agreement.‌ 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 9.3 For the avoidance of doubt, no event or actions described this Agreement and the award of the Internship Grant does not constitute a contract for services. Nothing in this Agreement is intended to create a VAT taxable supply and it is the understanding of RSC and the Business that the payment of the Internship Grant in support of the Internship Placement is outside the scope of VAT. VAT shall, for the purpose of this clause, mean Value Added Tax or any other similar tax in any other country. 9.4 The Internship Grant is fully inclusive of any and all taxes that may be payable in connection with the award, receipt or use of the Internship Grant. The Business will deduct any such taxes out of the Grant and in no circumstances shall RSC be required to pay any additional sums in respect of any such taxes. 9.5 The provisions of this clause 11 9 shall cause survive the expiry or termination of this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).Agreement, howsoever arising.‌

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) 12.1.1 the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) 12.1.2 the delivery of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) 12.1.3 the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) 12.1.4 the Recipient obtains duplicate funding from a third party for the Project; (f) 12.1.5 the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) 12.1.6 the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) 12.1.7 the Recipient commits or committed a Prohibited Act; (i) 12.1.8 any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) 12.1.9 the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) 12.1.10 the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) 12.1.11 the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 13.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (dc) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (ed) the Recipient obtains duplicate funding from a third party for the Project; (e) the Recipient is in breach of State Aid Law as a result of which a requirement has been imposed on the Funder to recover the Grant. The Recipient shall also be liable for the payment of any interest that is required to be repaid under State Aid Law. (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient Recipient, or any of its employees or agents (in all cases whether or not acting with the Recipient’s knowledge) commits or committed a Prohibited Act; (i) any member of the governing bodyGoverning Body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 13.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to has with the CatapultFunder. 11.3 13.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 13.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The Catapult's Funder’s intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Catapult's Funder’s other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant [and/or require repayment of all or part of the Grant Grant] if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 2 years of the Start Date date of drawdown of the Grant and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The Catapult's Funder’s intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Catapult's Funder’s other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has been awarded;awarded or otherwise than in accordance with the terms of this Agreement (b) the delivery of the Project does not start within 1 month [2 weeks] of the Start Commencement Date or such other period as the Funder may agree and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the ProjectProject or fails to deliver before the end of the Grant Period; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute;NOT USED (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or; (l) NOT USED (m) NOT USED (n) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).;

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in fullfull upon receipt of the Completion Documents. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has been awarded; (b) the delivery completion of the Project does has not start been achieved within 1 month of the Start Date Grant Period and the Recipient has failed to provide the Catapult Funder with a reasonable an acceptable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides p ro vid es the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the The Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain 12.2 Wherever under this Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient (including any sum that the Recipient is liable to pay to the Funder in respect of any breach of this Agreement), the Funder may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The Catapult's Funder’s intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Catapult's Funder’s other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has been awarded;awarded or otherwise than in accordance with the terms of this Agreement (b) the delivery of the Project does not start within 1 month of 4 weeksof the Start Commencement Date or such other period as the Funder may agree and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute;NOT USED (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or; (l) the Recipient ceases activities within the Clean Air Zone for at least 1 month within a period of 3 years starting on the date of this Agreement provided always that the Funder shall act reasonably and exercise its discretion when enforcing this clause where the Recipient has a reasonable expectation at the date of the Agreement that they can comply with this clause 12.1 (l) but for reasons beyond their reasonable control (such as the loss or expiry of commercial agreements that involved operation within the Clean Air Zone that are not replaced by similar commercial agreements) they are not able to do so; (m) the Recipient reduces activities within the Clean Air Zone for at least 1 month within the period of 3 starting on the date of this Agreement to the extent that it is not meeting the Activity Targets; (n) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).;

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 4 weeks of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 (m) the Recipient’s match funding or other funding sources are withdrawn which were, in the Funder’s reasonable opinion, integral to the success of the Project. (n) in the Funder’s reasonable opinion, the Recipient has failed and/or is failing to meet the outcome(s) as described within Schedule 1. 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 14 days of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-set off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The Catapult's Council’s intention is that the Grant Funding will be paid to the Recipient SHCVS in full. However, without prejudice to the Catapult's Council’s other rights and remedies, the Catapult Council may at its discretion withhold or suspend payment of the Grant Funding and/or require repayment of all or part of the Grant Funding if: (a) the Recipient SHCVS uses the Grant Funding for purposes other than those for which it has been awarded; (b) the delivery of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delay; (c) the Catapult Council considers that the Recipient SHCVS has not made satisfactory progress with the delivery of the ProjectOutcomes under this agreement; (dc) the Recipient SHCVS is, in the reasonable opinion of the Catapult, Council delivering the Project requirements of the specification in a negligent manner; (ed) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute; (g) the Recipient SHCVS provides the Catapult Council with any materially misleading or inaccurate information; (he) the Recipient SHCVS commits or has committed a any Prohibited Act; (if) SHCVS, any member of the its governing body, employee or volunteer of the Recipient SHCVS has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of SHCVS or the Project Council or (b) taken any actions which, in the reasonable opinion of the Catapult, Council bring or are likely to bring the Catapult's or the FunderCouncil’s name or reputation into disrepute; (jg) the Recipient SHCVS ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (kh) the Recipient SHCVS becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or8 (li) the Recipient SHCVS fails to comply with any of the terms and conditions set out in this Agreement agreement and fails to rectify any such failure within 30 days of receiving a written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient SHCVS be subject to financial or other difficulties which are capable of having a material impact on its effective delivery achievement of the Project Outcomes or compliance with this Agreement agreement, it will notify the Catapult Council as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Council will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Council and the Grant moniesFunding. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month six months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder, acting reasonably, considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; (l) the Recipient loses or changes its status as an Industrial and Provident Society and the articles and/or rules of any replacement entity do not meet the requirements of the Funder; (m) (l) it becomes unlawful for the Recipient to utilise the Grant in accordance with the Project; or (ln) (m) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain 12.2 Wherever under the Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient (including any sum that the Recipient is liable to pay to the Funder in respect of any breach of the Agreement), the Funder may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement the Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The Catapult's Funder’s intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Catapult's Funder’s other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) 12.1.1 the Recipient uses the Grant for purposes other than those for which it has been awarded; (b) 12.1.2 the delivery of the Project does not start within 1 month two (2) months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) 12.1.3 the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) 12.1.4 the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) 12.1.5 the Recipient obtains duplicate funding from a third party for the Project; (f) 12.1.6 the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) 12.1.7 the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) 12.1.8 the Recipient commits or committed a Prohibited Act; (i) 12.1.9 any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (j) 12.1.10 the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) 12.1.11 the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) 12.1.12 the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 thirty (30) days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The Catapult's intention is that the Grant will be paid to the Recipient in full5.1. However, without Without prejudice to the CatapultDepartment's other rights and remedies, the Catapult Department may at its discretion reduce, withhold or suspend payment of the Grant and/or to terminate the Grant with immediate effect, and/or require repayment of all or part of the Grant ifif one or more of the following events occur: (a) the Recipient Grantee uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project full Partnership trip does not start take place within 1 month of the Start Date financial year for which the Grant was awarded and the Recipient Grantee has failed to provide the Catapult Department with a satisfactory explanation (in the Department’s reasonable explanation opinion) for the delay; (c) the Catapult Department considers that the Recipient Grantee has not made satisfactory progress with the delivery of the Project, against the agreed work programme, as set out in the Grantee Application and any subsequent agreed changes; (d) the Recipient Grantee is, in the reasonable opinion of the CatapultDepartment, delivering the Project in a negligent manner; (e) the Recipient Grantee obtains duplicate funding from a third party for the Project; (f) the Recipient Grantee obtains funding from a third party which, in the reasonable opinion of the CatapultDepartment, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder Department into disrepute; (g) the Recipient Grantee provides the Catapult Department with any materially misleading or inaccurate information; (h) the Recipient Grantee commits or has committed a Prohibited Actfraud, bribery or any conduct calculated or likely in all material aspects to affect prejudicially the interests or reputation of the Department; (i) any member of the governing body, employee or volunteer of the Recipient Grantee has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (bProject; j) taken any actions which, in the reasonable opinion of the CatapultDepartment, bring or are likely to bring the CatapultDepartment's or the Funder’s name or reputation into disrepute; (jk) the Recipient Grantee ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (kl) the Recipient Grantee becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lm) the Recipient Grantee fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 5.2. The Catapult Department may retain seek to recover Partnership funding from the applicant organisation if a full application to the Darwin Initiative is not submitted within three funding rounds of receiving the Partnership funding and an adequate explanation is not received. However, the provision of Partnership funding will in no way guarantee Darwin funding for the resultant full project proposal. 5.3. Wherever under this Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient Grantee (including any sum that the Grantee is liable to pay to the Department in respect of any breach), the Department may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient Grantee under this agreement Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultDepartment. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 5.4. Should the Recipient Grantee be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Department as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Department will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Department and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The Catapult's intention is that the Grant will be paid to the Recipient in full5.1. However, without Without prejudice to the CatapultDepartment's other rights and remedies, the Catapult Department may at its discretion reduce, withhold or suspend payment of the Grant and/or to terminate the Grant with immediate effect, and/or require repayment of all or part of the Grant ifif one or more of the following events occur: (a) the Recipient Grantee uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project full scoping trip does not start take place within 1 month of the Start Date financial year for which the Grant was awarded and the Recipient Grantee has failed to provide the Catapult Department with a satisfactory explanation (in the Department’s reasonable explanation opinion) for the delay; (c) the Catapult Department considers that the Recipient Grantee has not made satisfactory progress with the delivery of the Project, against the agreed work programme, as set out in the Grantee Application and any subsequent agreed changes; (d) the Recipient Grantee is, in the reasonable opinion of the CatapultDepartment, delivering the Project in a negligent manner; (e) the Recipient Grantee obtains duplicate funding from a third party for the Project; (f) the Recipient Grantee obtains funding from a third party which, in the reasonable opinion of the CatapultDepartment, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder Department into disrepute; (g) the Recipient Grantee provides the Catapult Department with any materially misleading or inaccurate information; (h) the Recipient Grantee commits or has committed a Prohibited Actfraud, bribery or any conduct calculated or likely in all material aspects to affect prejudicially the interests or reputation of the Department; (i) any member of the governing body, employee or volunteer of the Recipient Grantee has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (bProject; j) taken any actions which, in the reasonable opinion of the CatapultDepartment, bring or are likely to bring the CatapultDepartment's or the Funder’s name or reputation into disrepute; (jk) the Recipient Grantee ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (kl) the Recipient Grantee becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lm) the Recipient Grantee fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 5.2. The Catapult Department may retain seek to recover Scoping funding from the applicant organisation if a full application to the Darwin Initiative is not submitted within three funding rounds of receiving the Scoping funding and an adequate explanation is not received. However, the provision of Scoping funding will in no way guarantee Darwin funding for the resultant full project proposal. 5.3. Wherever under this Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient Grantee (including any sum that the Grantee is liable to pay to the Department in respect of any breach), the Department may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient Grantee under this agreement Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultDepartment. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 5.4. Should the Recipient Grantee be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Department as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Department will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Department and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 13.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) 13.1.1 the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) 13.1.2 the Funder is of the reasonable opinion that there has been an unsatisfactory change in key personnel or the Chief Investigator which will detrimentally affect the Project; 13.1.3 the Recipient is delayed in delivery of the Project or fails to deliver the Project on time and the Recipient has failed to provide the Funder with a reasonable explanation for the delay; 13.1.4 the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) 13.1.5 the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) 13.1.6 the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) 13.1.7 the Recipient obtains duplicate funding from a third party for the Project; (f) 13.1.8 the Recipient and/or the Chief Investigator obtains funding from a third party for the Project which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) 13.1.9 the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) 13.1.10 the Recipient commits or committed a Prohibited Act; (i) 13.1.11 any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the Catapult's directly or indirectly the Funder’s 's name or reputation into disrepute; (j) 13.1.12 the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) 13.1.13 the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) 13.1.14 the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain 13.2 Wherever under the Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient (including any sum that the Recipient is liable to pay to the Funder in respect of any breach of the Agreement), the Funder may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement the Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultFunder. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 13.3 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The CatapultPHE's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultPHE's other rights and remedies, the Catapult PHE may at its discretion withhold or suspend payment of the Grant [and/or require repayment of all or part of the Grant Grant] if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month [6 months] of the Start Commencement Date and the Recipient has failed to provide the Catapult PHE with a reasonable explanation for the delay; (c) the Catapult PHE considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultPHE, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultPHE, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder PHE into disrepute; (g) the Recipient provides the Catapult PHE with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultPHE, bring or are likely to bring the CatapultPHE's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult PHE may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultPHE. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult PHE as soon as possible so that, if possible, and without creating any legal obligation, the Catapult PHE will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult PHE and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The Catapult's Council’s intention is that the Grant Funding will be paid to the Recipient SHCAB in full. However, without prejudice to the Catapult's Council’s other rights and remedies, the Catapult Council may at its discretion withhold or suspend payment of the Grant Funding and/or require repayment of all or part of the Grant Funding if: (a) the Recipient SHCAB uses the Grant Funding for purposes other than those for which it has been awarded; (b) the delivery of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delay; (c) the Catapult Council considers that the Recipient SHCAB has not made satisfactory progress with the delivery of its Core Functions and the ProjectOutcomes under this agreement; (dc) the Recipient SHCAB is, in the reasonable opinion of the Catapult, Council delivering the Project requirements of the specification in a negligent manner; (ed) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute; (g) the Recipient SHCAB provides the Catapult Council with any materially misleading or inaccurate information; (he) the Recipient SHCAB commits or has committed a any Prohibited Act; (if) SHCAB, any member of the its governing body, employee or volunteer of the Recipient SHCAB has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of SHCAB or the Project Council or (b) taken any actions which, in the reasonable opinion of the Catapult, Council bring or are likely to bring the Catapult's or the FunderCouncil’s name or reputation into disrepute; (jg) the Recipient SHCAB ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (kh) the Recipient SHCAB becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or; (li) the Recipient SHCAB fails to comply with any of the terms and conditions set out in this Agreement agreement and fails to rectify any such failure within 30 days of receiving a written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient SHCAB be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project Core Functions or achievement of the Outcomes or compliance with this Agreement agreement, it will notify the Catapult Council as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Council will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Council and the Grant moniesFunding. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 13.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in fullfull in accordance with the Schedule 2. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment or clawback of all or part of the Grant (whether paid in advance, arrears or otherwise) if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month [6 months] of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder [reasonably] considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains Other Funding for the Project (g) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (gh) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (hi) the Recipient commits or committed a Prohibited Act; (ij) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (jk) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (kl) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lm) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 (n) The Catapult may retain Recipient deliberately withholds information relating to the Project regarding financial liquidity, cashflow management, partnership management or set off any sums owed to it other such significant affecting factors. 13.2 Wherever under the Agreement any sum of money is recoverable from or payable by the Recipient (including any sum that the Recipient is liable to pay to the Funder in respect of any breach of the Agreement), the Funder may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement the Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultFunder. 11.3 13.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 13.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultAuthority's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultAuthority's other rights and remedies, the Catapult Authority may at its discretion withhold or suspend payment of the Grant [and/or require repayment of all or part of the Grant Grant] if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month [6 months] of the Start Commencement Date and the Recipient has failed to provide the Catapult Authority with a reasonable explanation for the delay; (c) the Catapult Authority considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultAuthority, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultAuthority, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder Authority into disrepute; (g) the Recipient provides the Catapult Authority with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultAuthority, bring or are likely to bring the CatapultAuthority's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain 12.2 Wherever under the Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient (including any sum that the Recipient is liable to pay to the Authority in respect of any breach of the Agreement), the Authority may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient under this agreement the Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultAuthority. 11.3 12.3 The Recipient shall make any payments due to the Catapult Authority without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Authority as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Authority will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Authority and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The Catapult's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Catapult's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has been awarded; (b) the delivery of the Project does not start within 1 month of by the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult considers that Recipient has, in the Recipient has not reasonable opinion of the Funder failed to made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For 12.5 This clause 12 shall survive the avoidance cessation or termination of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).howsoever arising

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The Catapult's Lead Authority’s intention is that the Grant will be paid to the Recipient in full. The Lead Authority will rely on the execution of this Agreement to denote reasonable assurance that the Recipient will comply with the conditions herein. However, without prejudice to the Catapult's Lead Authority’s other rights and remedies, the Catapult may at its discretion Lead Authority may, in consultation with the Participating Authorities, withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has been awardedawarded (as shown in Schedule 2); (b) the delivery of the Strategic Investment Project does not start within 1 month of the Start Date is significantly delayed and the Recipient has failed to provide the Catapult Participating Authorities with a reasonable explanation for the delay; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultParticipating Authorities, delivering the Strategic Investment Project in a negligent manner; (ed) the Recipient obtains duplicate funding from a third party for the Strategic Investment Project; (fe) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultParticipating Authorities, undertakes activities that are likely to bring the reputation of the Project, the Catapult Strategic Investment Project or the Funder Participating Authorities into disrepute; (gf) the Recipient provides the Catapult Participating Authorities with any materially misleading or inaccurate information; (hg) the Recipient commits or committed a Prohibited Act; (ih) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Strategic Investment Project or (b) taken any actions which, in the reasonable opinion of the CatapultParticipating Authorities, bring or are likely to bring the Catapult's Participating Authorities’ names or the Funder’s name or reputation reputations into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (li) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Lead Authority may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultLead Authority. 11.3 12.3 The Recipient shall make any payments due to the Catapult Lead Authority without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute; (gd) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (he) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the Catapult, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (jf) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (kg) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lh) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 DRAFT 12.1 The Catapult's Lead Authority’s intention is that the Grant will be paid to the Recipient in full. The Lead Authority will rely on the execution of this Agreement to denote reasonable assurance that the Recipient will comply with the conditions herein. However, without prejudice to the Catapult's Lead Authority’s other rights and remedies, the Catapult may at its discretion Lead Authority may, in consultation with the Participating Authorities, withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has been awardedawarded (as shown in Schedule 2); (b) the delivery of the Strategic Investment Project does not start within 1 month of the Start Date is significantly delayed and the Recipient has failed to provide the Catapult Participating Authorities with a reasonable explanation for the delay; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultParticipating Authorities, delivering the Strategic Investment Project in a negligent manner; (ed) the Recipient obtains duplicate funding from a third party for the Strategic Investment Project; (fe) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultParticipating Authorities, undertakes activities that are likely to bring the reputation of the Project, the Catapult Strategic Investment Project or the Funder Participating Authorities into disrepute; (gf) the Recipient provides the Catapult Participating Authorities with any materially misleading or inaccurate information; (hg) the Recipient commits or committed a Prohibited Act; (ih) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Strategic Investment Project or (b) taken any actions which, in the reasonable opinion of the CatapultParticipating Authorities, bring or are likely to bring the Catapult's Participating Authorities’ names or the Funder’s name or reputation reputations into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (li) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Lead Authority may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultLead Authority. 11.3 12.3 The Recipient shall make any payments due to the Catapult Lead Authority without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 9.1 The CatapultRSC's intention is that the Internship Grant will be paid to the Recipient Business in full. However, without prejudice to the CatapultRSC's other rights and remedies, the Catapult RSC may at its sole discretion withhold withhold, suspend or suspend reduce payment of the Grant and/or require repayment of all or any part of the Internship Grant if: (a) the Recipient Business uses the Internship Grant or any part of the Internship Grant for purposes other than those for which it has they have been awarded; (b) the delivery Business fails to comply, or ceases to comply, with any of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delayEligibility Criteria; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the Catapult, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Catapult, undertakes activities that are likely to bring the reputation of the Project, the Catapult or the Funder into disrepute; (g) the Recipient Business provides the Catapult RSC with any materially misleading or inaccurate information; (hd) the Recipient commits Business fails to comply with its obligations under the Anti-Bribery Obligations and RSC Code of Conduct for Associates and/or there is any financial irregularity or committed a Prohibited Actfraud in the operation of the Internship Placement; (ie) there has been any member overpayment of the governing bodyInternship Grant; (f) the Business and/or any of its staff and sub-contractors, employee or volunteer of the Recipient has have (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or Internship Placement; and/or (b) taken any actions which, in the reasonable opinion of the CatapultRSC, bring or are likely to bring the CatapultRSC's or the Funder’s name or reputation into disrepute; (jg) the Recipient Business ceases to operate for any reason, reason or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lh) the Recipient Business fails to comply with any of the terms and conditions set out in this Agreement. 9.2 Wherever under the Agreement and fails any sum of money is recoverable from or payable by the Business (including any sum that the Business is liable to rectify pay to the RSC in respect of any such failure breach of the Agreement): a) the Business shall make repayment within 30 days of receiving written notice detailing a demand should the failure.RSC demand repayment of the Internship Grant or any part of it; or 11.2 The Catapult b) the RSC may retain unilaterally deduct that sum from any sum then due, or set off which at any sums owed to it by the Recipient which have fallen due and payable against any sums later time may become due to the Recipient Business under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultAgreement. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 9.3 For the avoidance of doubt, no event or actions described this Agreement and the award of the Internship Grant does not constitute a contract for services. Nothing in this Agreement is intended to create a VAT taxable supply and it is the understanding of RSC and the Business that the payment of the Internship Xxxxx in support of the Internship Placement is outside the scope of VAT. VAT shall, for the purpose of this clause, mean Value Added Tax or any other similar tax in any other country. 9.4 The Internship Grant is fully inclusive of any and all taxes that may be payable in connection with the award, receipt or use of the Internship Grant. The Business will deduct any such taxes out of the Grant and in no circumstances shall RSC be required to pay any additional sums in respect of any such taxes. 9.5 The provisions of this clause 11 9 shall cause survive the expiry or termination of this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination)Agreement, howsoever arising.

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 10.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in fullone lump payment in advance in accordance with Schedule 2. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may terminate this Agreement with immediate effect and be under no further obligation to pay any (or any more) of the Grant or, at its discretion is discretion, withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a1) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b2) the delivery carrying out of the Project Activities does not start within 1 month of 14 days following the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d3) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering carrying out the Project Activities in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f4) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Activities or the Funder into disrepute; (g5) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h6) the Recipient commits or has committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the Catapult, bring or are likely to bring the Catapult's or the Funder’s name or reputation into disrepute; (j7) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide bonafide and solvent reconstruction or amalgamation); (k) 8) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l9) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 14 days following receipt of receiving a written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed to it by 10) the Recipient which have fallen due and payable against any sums due to Annual Review concludes that the Recipient under this agreement or any other agreement pursuant to which Recipient's activities are not meeting the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery requirements of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).grant agreement

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 1. The CatapultFunder's intention is that the Grant will be paid to the Recipient in fullarrears in two instalments upon submission of management information reports required as part of Monitoring and Budget Reporting Requirements at intervals set out in Schedule 1 and 2. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) a. the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) b. the delivery of the Project does not start within 1 month of the Start Date and the Recipient has failed to provide the Catapult with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the ProjectAgreed Distribution Plans; (d) c. the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project Agreed Distribution Plans in a negligent manner; (e) d. the Recipient obtains duplicate funding from a third party for elements of the ProjectAgreed Distribution Plans; (f) e. the Recipient is in breach of State Aid Law as a result of which a requirement has been imposed on the Funder to recover the Grant. The Recipient shall also be liable for the payment of any interest that is required to be repaid under State Aid Law. f. the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Agreed Distribution Plans or the Funder into disrepute; (g) g. the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; h. the Recipient, or any of its employees or agents (hin all cases whether or not acting with the Recipient’s knowledge) the Recipient commits or committed a Prohibited Act; (i) i. any member of the governing bodyGoverning Body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project delivery of the Agreed Distribution Plans or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) l. the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 2. The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to has with the CatapultFunder. 11.3 3. The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 4. Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project agreed distribution plans or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 13.1 The CatapultCouncil's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultCouncil's other rights and remedies, the Catapult Council may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project Programme does not start within 1 month of in the Start Date week commencing 2 August 2021 and the Recipient has failed to provide the Catapult Council with a reasonable explanation for the delay; (c) the Catapult funding exceeds Subsidy Regime limits to the extent that any funding paid should not have been paid, or if a decision of the Supreme Court requires payment to be withheld or recovered; (d) the Council considers that the Recipient has not made satisfactory progress with the delivery of the ProjectProgramme; (de) the Recipient is, in the reasonable opinion of the CatapultCouncil, delivering the Project Programme in a negligent manner; (ef) the Recipient obtains duplicate funding from a third party for the ProjectProgramme; (fg) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultCouncil, undertakes activities that are likely to bring the reputation of the Project, the Catapult Programme or the Funder Council into disrepute; (gh) the Recipient provides the Catapult Council with any materially misleading or inaccurate information; (hi) the Recipient commits or committed a Prohibited Act; (ij) any council member of the governing bodyRecipient, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project Programme or (b) taken any actions which, in the reasonable opinion of the CatapultCouncil, bring or are likely to bring the CatapultCouncil's or the Funder’s name or reputation into disrepute; (jk) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (kl) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lm) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days 2 weeks of receiving written notice detailing the failure. 11.2 13.2 The Catapult Council may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultCouncil. 11.3 13.3 The Recipient shall make any payments due to the Catapult Council without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 13.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project Programme or compliance with this Agreement it will notify the Catapult Council as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Council will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Council and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 15.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant ifin the following circumstances: (a) The Recipient fails to obtain approval of the Recipient uses Funder in accordance with the Grant for purposes other than those for which it has been awardedGateway Process; (b) The Project costs are lower than the delivery of budget as set out within the Project does not start within 1 month of the Start Date Budget and the Recipient has failed to provide the Catapult with Funding Profile resulting in a reasonable explanation for the delaysaving; (c) the Catapult considers that If at any time the Recipient has not made satisfactory progress with the delivery breached any of the Projectterms, conditions or obligations set out in this Agreement; (d) the Recipient is, in varies the reasonable opinion scope of the Catapult, delivering Project without the Project in a negligent mannerconsent of the Funder; (e) the Recipient fails to complete any phase of the Project within a timeframe considered reasonable by the Funder acting reasonably; (f) the Recipient obtains duplicate funding from a third party for the Project; (fg) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (gh) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions in connection with the Project which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) any use by the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails Grant or part therefore is held to rectify be a breach of any such failure within 30 days of receiving written notice detailing the failurerelevant legislation. 11.2 15.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 15.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 15.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective development and delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 ‌ 15.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full, prior to the commencement of the Project, subject to submission of satisfactory reports in accordance with Clause 9.2. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) there is any significant alteration to the delivery specification and/or outputs of the Project does not start within 1 month other than alterations that the Funder is aware of the Start Date and the Recipient has failed consented to provide the Catapult with a reasonable explanation for the delayin writing; (c) the Catapult delivery of the Project is not completed in accordance with the timetable agreed between the Parties (provided always that the Parties acknowledge that the Recipient shall not be required to enter into any contract relating to the Project until the Grant has been received in full, and the timetable shall be agreed accordingly); (d) the Recipient fails to deliver the agreed Project either in part or in full; (e) the Recipient fails to provide the reports in accordance with Clause 9.2; (f) the Funder considers that, taking into account that the Recipient shall not be required to enter into any contract relating to the Project until the Grant is received in full, the Recipient has not made satisfactory progress with the delivery of the Project; (dg) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (eh) the Recipient obtains duplicate funding from a third party for the Project; (fi) repayment is required under Subsidy Control law or the Funder is otherwise required to repay or recover such Grant payments or Subsidy Control in whole or in part by the UK Government. The Provider shall also be liable for the payment of any interest that is required to be repaid under Subsidy Control law; (j) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (gk) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (hl) the Recipient commits or has committed a Prohibited Act; (im) any member of the governing bodyGoverning Body, employee or volunteer of the Recipient has (ai) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (bii) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (jn) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (ko) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; (p) this Agreement is terminated in accordance with Clause 22; or (lq) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the Catapult. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult as soon as possible so that, if possible, and without creating any legal obligation, the Catapult will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) 12.1.1 the Recipient uses the Grant or any Additional Funding or Matched Funding for purposes other than those for which it has been awarded; (b) 12.1.2 the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) 12.1.3 the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the ProjectProject or the Outcomes; (d) 12.1.4 the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) 12.1.5 the Recipient obtains duplicate funding from a third party for the Project; (f) 12.1.6 the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) 12.1.7 the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) 12.1.8 the Recipient commits or committed a Prohibited Act; (i) 12.1.9 any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) 12.1.10 the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) 12.1.11 the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; orFINAL DRAFT (l) 12.1.12 the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure; or 12.1.13 where applicable, the Recipient fails to provide the Funder with evidence that it has obtained any applicable Additional Funding or Matched Funding or the Funder is otherwise not satisfied of the terms of such Additional Funding or Matched Funding. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.3 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) 12.1.1 the Recipient uses the Grant or any Additional Funding or Matched Funding for purposes other than those for which it has been awarded; (b) 12.1.2 the delivery of the Project does not start within 1 month 6 months of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) 12.1.3 the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the ProjectProject or the Outcomes; (d) 12.1.4 the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) 12.1.5 the Recipient obtains duplicate funding from a third party for the Project; (f) 12.1.6 the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) 12.1.7 the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) 12.1.8 the Recipient commits or committed a Prohibited Act; (i) 12.1.9 any member of the governing bodyG overning B ody, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) 12.1.10 the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) 12.1.11 the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or; (l) 12.1.12 the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure; or 12.1.13 where applicable, the Recipient fails to provide the Funder with evidence that it has obtained any applicable Additional Funding or Matched Funding or the Funder is otherwise not satisfied of the terms of such Additional Funding or Matched Funding. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement Agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.3 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 The Catapult's intention is that the Grant will be paid to the Recipient in full4.1. However, without Without prejudice to the CatapultDepartment's other rights and remedies, the Catapult Department may at its discretion reduce, withhold or suspend payment of the Grant and/or to terminate the Grant with immediate effect, and/or require repayment of all or part of the Grant ifif one or more of the following events occur: (a) the Recipient Grantee uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within 1 month 6 months of the Start Date date of the Letter and the Recipient Grantee has failed to provide the Catapult Department with a satisfactory explanation (in the Department’s reasonable explanation opinion) for the delay; (c) the Catapult Department considers that the Recipient Grantee has not made satisfactory progress with the delivery of the Project, against the agreed work programme, as set out in the Grantee Application and any subsequent agreed changes; (d) the Recipient Grantee is, in the reasonable opinion of the CatapultDepartment, delivering the Project in a negligent manner; (e) the Recipient Grantee obtains duplicate funding from a third party for the Project; (f) the Recipient Grantee obtains funding from a third party which, in the reasonable opinion of the CatapultDepartment, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder Department into disrepute; (g) the Recipient Grantee provides the Catapult Department with any materially misleading or inaccurate information; (h) the Recipient Grantee commits or has committed a Prohibited Actfraud, bribery or any conduct calculated or likely in all material aspects to affect prejudicially the interests or reputation of the Department; (i) any member of the governing body, employee or volunteer of the Recipient Grantee has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (bProject; j) taken any actions which, in the reasonable opinion of the CatapultDepartment, bring or are likely to bring the CatapultDepartment's or the Funder’s name or reputation into disrepute; (jk) the Recipient Grantee ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (kl) the Recipient Grantee becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (lm) the Recipient Grantee fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 The Catapult may retain 4.2. Wherever under this Agreement any sum of money is recoverable from or set off any sums owed to it payable by the Recipient Grantee (including any sum that the Grantee is liable to pay to the Department in respect of any breach), the Department may unilaterally deduct that sum from any sum then due, or which have fallen due and payable against at any sums later time may become due to the Recipient Grantee under this agreement Agreement or under any other agreement pursuant to which or contract with the Recipient provides goods or services to the CatapultDepartment. 11.3 The Recipient shall make any payments due to the Catapult without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 4.3. Should the Recipient Grantee be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Department as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Department will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Department and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).

WITHHOLDING, SUSPENDING AND REPAYMENT OF GRANT. 11.1 12.1 The CatapultFunder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the CatapultFunder's other rights and remedies, the Catapult Funder may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: (a) the Recipient uses the Grant for purposes other than those for which it has they have been awarded; (b) the delivery of the Project does not start within [1 month month] of the Start Commencement Date and the Recipient has failed to provide the Catapult Funder with a reasonable explanation for the delay; (c) the Catapult Funder considers that the Recipient has not made satisfactory progress with the delivery of the Project; (d) the Recipient is, in the reasonable opinion of the CatapultFunder, delivering the Project in a negligent manner; (e) the Recipient obtains duplicate funding from a third party for the Project; (f) the Recipient obtains funding from a third party which, in the reasonable opinion of the CatapultFunder, undertakes activities that are likely to bring the reputation of the Project, the Catapult Project or the Funder into disrepute; (g) the Recipient provides the Catapult Funder with any materially misleading or inaccurate information; (h) the Recipient commits or committed a Prohibited Act; (i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the CatapultFunder, bring or are likely to bring the CatapultFunder's or the Funder’s name or reputation into disrepute; (j) the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); (k) the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or (l) the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 11.2 12.2 The Catapult Funder may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient under this agreement or any other agreement pursuant to which the Recipient provides goods or services to the CatapultFunder. 11.3 12.3 The Recipient shall make any payments due to the Catapult Funder without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 11.4 12.4 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this Agreement it will notify the Catapult Funder as soon as possible so that, if possible, and without creating any legal obligation, the Catapult Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Catapult Funder and the Grant monies. 11.5 For the avoidance of doubt, no event or actions described in this clause 11 shall cause this Agreement to automatically terminated unless the Catapult provides notice of termination in accordance with clause 19 (Termination).