Common use of AUTHORITY TERMINATION RIGHTS Clause in Contracts

AUTHORITY TERMINATION RIGHTS. Termination on Material Default The Contracting Authority may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Contracting Authority are acceptable; as a result of any Defaults, the Contracting Authority incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.(a) and 36.(b) (Liability); the Contracting Authority expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), , 14. (Critical Service Level Failure), 16.4 (Disruption), Error: Reference source not found (Records, Audit Access and Open Book Data), 24. (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Contracting Authority, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Contracting Authority is remediable but has not remedied such Default to the satisfaction of the Contracting Authority in accordance with the Rectification Plan Process. For the purpose of Clause 41.1.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Contracting Authority may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where in the reasonable opinion of the Contracting Authority there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Supplier’s ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Supplier’s ability to supply the Services under this Call Off Contract.

AUTHORITY TERMINATION RIGHTS. Termination on Material Default The Contracting Authority may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Contracting Authority are acceptable; as a result of any Defaults, the Contracting Authority incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.(a36.2.1(a) and 36.(b36.2.1(b) (Liability); the Contracting Authority expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), , 14. 14 (Critical Service Level Failure), 16.4 (Disruption), Error: Reference source not found (Records, Audit Access and Open Book Data), 24. 24 (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Contracting Authority, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Contracting Authority is remediable but has not remedied such Default to the satisfaction of the Contracting Authority in accordance with the Rectification Plan Process. For the purpose of Clause 41.1.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Contracting Authority may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where in the reasonable opinion of the Contracting Authority there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Supplier’s ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Supplier’s ability to supply the Services under this Call Off Contract.

AUTHORITY TERMINATION RIGHTS. Termination in Relation To Guarantee – NOT USED Termination on Material Default The Contracting Authority may terminate this Call Off Contract Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Call Off Agreement pursuant to paragraph 86.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; the Authority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); in the event of two or more failures by the Supplier to meet the KPI Targets (except in relation to the “Spend under Management” KPI set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) months; the Supplier is in breach of its obligations under any of the clauses of this Framework in which the Framework Authority has expressly reserved its right to terminate for material Default including: Clause 18.1.4(b)(ii) (Variation Procedure); Clause 26.2.10 (Confidentiality); Clause 39.6.2 (Prevention of Fraud and Bribery); Clause 35.1.2 (Compliance); Clause 40.3 (Conflicts of Interest); paragraph 6.2 of Framework Schedule 9 (Management Information); and/or anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; the Supplier commits a Critical Service Level Failurematerial Default of any of the following Clauses or Framework Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 10 (Framework Agreement Performance); Clause 17 (Records, Audit Access and Open Book Data); Clause 19 (Management Charge); Clause 20 (Promoting Tax Compliance); Clause 24 (Supply Chain Rights and Protection); Clause 26.1 (Provision of Management Information); Clause 26.4 (Freedom of Information); Clause 26.5 (Protection of Personal Data); [and/or] paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators). the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Contracting Authority are acceptable; as a result of any Defaults, the Contracting Authority incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.(a) and 36.(b) (Liability); the Contracting Authority expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), , 14. (Critical Service Level Failure), 16.4 (Disruption), Error: Reference source not found (Records, Audit Access and Open Book Data), 24. (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Contracting Authority, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Contracting Authority is remediable but has not remedied such Default to the satisfaction of the Contracting Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with the Rectification Plan Process. For the purpose of Clause 41.1.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether any instructions of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Contracting Authority may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where in the reasonable opinion of the Contracting Authority there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Supplier’s ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Supplier’s ability to supply the Services under this Call Off ContractAuthority.