Common use of Major Changes Clause in Contracts

Major Changes. Where major changes occur to an Initiative prior to its completion (eg. the Delivery Organisation has major shortcomings or ceases to exist, the Initiative target group no longer exists, or the need or issue to be addressed is rectified), AusAID may terminate funding of the Initiative in accordance with clause18.1(a). Where any failure or delay by a party in the performance of this Agreement is caused, directly or indirectly, by a Force Majeure Event, the party: is not liable for that failure or delay; and its obligations under this Agreement are suspended, to the extent to which they are affected by the relevant Force Majeure Event, for the duration of the Force Majeure Event. Clause 17.2 does not apply to a Force Majeure Event affecting a party to the extent that: the failure or delay was caused by a breach of this Agreement by that party; or the obligation concerned is a payment obligation Either party may terminate this Agreement: or any Grant Order by giving to the other a Notice of Intention to Terminate in writing stating the reasons for termination; or by giving 30 days notice in writing to the other party if a Force Majeure Event continues for more than 30 consecutive days. If the Organisation fails to fulfill, or is in significant breach of any of the Organisation’s obligations under this Agreement, and does not rectify the omission or breach after receiving 30 business days in writing from AusAID to do so then, AusAID may immediately terminate this Agreement by giving notice to the Organisation of the termination. The Organisation must comply with any requirements in AusAID’s notice of termination. AusAID may terminate this Agreement immediately by notice in writing to the Organisation if: The Organisation comes under one of the forms of external administration referred to in Chapter 5 of the Corporations ▇▇▇ ▇▇▇▇ (Cth), or an order has been made for the purpose of placing the Organisation under external administration; AusAID is satisfied that any statement made in the Organisation’s application for a Grant is incorrect, incomplete, false or misleading in a way which would have affected the original decision to approve the Grant; or The Organisation’s Accreditation with AusAID is terminated or cancelled. The Organisation must comply with any requirements in AusAID’s notice of termination. Except where AusAID has agreed under clause 2.2, to the maintenance of a Grant Agreement, no later than 28 days after receipt of a notice of termination, the Parties must meet to fully cooperate in a joint determination of the following: the appropriate method and manner for effecting the necessary winding-up or completion of the Initiatives; the reporting and final acquittal for all Grants provided under Grant Orders; a reconciliation of the Assets and Grant funds including any Interest as at the date of termination; the extent of AusAID's financial responsibilities, if any, within the amount of the Grant funds provided up to the time of termination; any issues arising from the termination of concern to AusAID with regard to its relationship with any recipient government; and other matters which arise as a consequence of the termination. In the event that a Notice of Termination is given by either Party the Organisation must: Do everything possible to prevent or limit all losses, costs and expenses arising; Terminate its role in the Initiatives in a prompt and orderly manner; and Refund any uncommitted part of any Grant already paid by AusAID, together with any uncommitted Interest, within 28 days of the date of the joint determination or within 28 days of any reconciliation completed as a result of clause 18.4(c). AusAID will: if determined by any reconciliation completed as a result of clause 18.4(c), provide such monies as may be agreed with the Organisation to meet existing financial commitments and obligations; but not be liable to pay compensation in an amount which, in addition to any amounts paid or due or becoming due to the Organisation under the relevant Grant Order(s) together would exceed the Financial Limitation.