Common use of Approvals and Changes Clause in Contracts

Approvals and Changes. 11.4.1 All rights of comment, viewing, review and approval of the Authority shall be exercised reasonably and expeditiously. 11.4.2 Where the Authority is required to provide its approval as to any aspect of the Assurance Process and/or any editorial or other aspects of the Deliverables during the production of the Videos it shall use its reasonable endeavours to notify the Supplier of its acceptance or rejection within the periods agreed pursuant to clause 4.1 11.4.3 Save as otherwise agreed between the Parties, where the Authority fails to notify the Supplier in accordance with clause 11.4.2 and such failure directly restricts, delays or precludes performance of the Services by the Supplier: 11.4.3.1 the Supplier shall notify the Authority of that fact as soon as possible; 11.4.3.2 the Supplier shall be entitled to a reasonable extension of time for the delivery of those Deliverables directly affected by such failure in accordance with clause 5.5; and 11.4.3.3 following receipt of such notification by the Authority, where the Authority's continued failure to provide a response results in the Supplier incurring additional costs, subject to: (a) the Supplier providing satisfactory evidence of such additional costs; (b) the provisions of clause 11.4.5; and (c) the Authority giving its prior written consent (not to be unreasonably withheld and/or delayed), the Supplier shall be entitled to reduce the total number of Videos to be Delivered by a fair and equitable amount proportionate to the total additional costs validly incurred by the Supplier. 11.4.4 If the Authority expressly requires the Supplier to cancel a booking for a studio in relation to the production of the Videos on less than 1 Working Day's notice, the parties shall enter into discussions in good faith to consider a potential reduction in the total number of Videos to be Delivered to account for the actual cancellation costs suffered by the Supplier relating to the cancellation of the studio. Where the Supplier is required to cancel a studio booking due to a failure of the Authority to notify the Supplier of its acceptance or rejection pursuant to clause 11.4.2, clause 11.4.3 shall apply. 11.4.5 The Supplier shall use all reasonable endeavours to mitigate any additional costs incurred by the Supplier pursuant to clauses 11.4.3 and 11.4.4. 11.4.6 If the Supplier wishes to make any changes to the Assurance Process, the Delivery Dates, the Key Personnel and/or any Milestone, it shall only do so with the prior written consent of the Authority. 11.4.7 Subject to clause 11.4.6, the Supplier (acting reasonably) shall be free to amend any Project Plan in order to ensure it complies with its obligations under this Agreement, in particular its obligations to meet the Delivery Milestones, save that the Supplier shall notify the Authority in writing of any material changes to any Project Plan. 11.4.8 The Authority must approve all changes to the editorial aspects of the Deliverables and the Assurance Process. 11.4.9 Should the Supplier wish to make any changes that could result in additional costs, the Authority shall not be responsible for any such costs unless the prior written approval of the Authority has been obtained. 11.4.10 If the Authority and/or the Supplier conclude at any stage during production that the Deliverables cannot be produced strictly in accordance with the requirements of this Agreement (and in particular the relevant Project Plan) for any reason not otherwise more specifically addressed in this Agreement then: 11.4.10.1 the Authority and/or the Supplier (as appropriate) shall notify the other party of its concerns and the reasons for such concerns as soon as reasonably practicable; 11.4.10.2 the Supplier shall, as soon as reasonably practicable, present to the Authority for its approval proposals to address and remedy such concerns; 11.4.10.3 if the Authority are satisfied that the Supplier's proposals will be effective and would not entail material or significant changes to the Deliverables and/or Delivery Date (unless the Authority has approved such changes in accordance with this Agreement) then the Authority may approve and allow the implementation of such proposals, subject to the agreement between the Authority and the Supplier as to the payment of any increased costs arising from the implementation of such proposals. For the avoidance of doubt, the Supplier shall not give effect to any proposals submitted by it without the approval of the Authority and shall not incur any additional costs without the approval of the Authority; and 11.4.10.4 if the Authority in its reasonable opinion considers that the Supplier's proposals would be ineffective or would entail material or significant changes to the Deliverables (unless the Authority has approved such changes in accordance with this Agreement), have an adverse impact on the Deliverables or would affect the Authority's exploitation of the Authority Rights, then, unless the Supplier is otherwise able to confirm to the Authority's reasonable satisfaction that it will produce the Deliverables in accordance with the terms of this Agreement, then the Authority shall be entitled to treat this as an Event of Default for the purposes of clause 27.1 and clause 15.4.2 shall apply (the necessary changes having been made) where this arises other than as a result of any breach by the Supplier of the terms of this Agreement. 11.4.11 If the Authority requests any retakes, additional material, editing or other changes at any stage of production (including after delivery) other than to ensure that the Deliverables are produced in accordance with the terms of this Agreement, the Authority shall notify the Supplier. The Authority and the Supplier shall engage in timely good faith discussion in respect of: 11.4.11.1 the practicality of such changes; and/or 11.4.11.2 any delay to the Delivery Dates; and/or 11.4.11.3 any additional costs arising from such request and the payment of such costs by the Authority. The Supplier shall not make any such changes and/or delay the relevant Delivery Date and/or incur any such additional costs unless and until the changes, delay or costs (as applicable) have been approved by the Authority.