Common use of Termination on Material Default Clause in Contracts

Termination on Material Default. The Authority may terminate this Panel Agreement for material Default by issuing a Termination Notice to the Supplier where: a Panel Customer terminates a Legal Services Contract for the Supplier’s breach of that Legal Services Contract; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in any period specified by the Auditor; the Supplier refuses or fails to comply with its obligations as set out in Schedule 12 (Improvement and Benchmarking); in the event of two (2) or more failures by the Supplier to meet the KPI Targets whether the failures relate to the same or different KPI Targets, in any rolling period of 12 Month; the Authority expressly reserves the right to terminate this Panel Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 (Confidentiality); Clause 40.6.2 (Prevention of Fraud and Bribery); Clause 36.1.2 (Compliance with the Law); Clause 41.4 (Conflicts of Interest); paragraph 21.2 of Panel Agreement Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Agreement that the Supplier by its act or omission will have committed a material Default the Supplier commits a material Default of any of the following Clauses or Panel Agreement Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 (Panel Agreement Performance); Clause 18 (Records, Audit Access and Open Book Data); Clause 20 (Management Charge); Clause 21 (Promoting Tax Compliance); Not Used Clause 25 (Supply Chain Rights and Protection); Clause 27.1 (Provision of Management Information); Clause 27.4 (Freedom of Information); Clause 27.5 (Protection of Personal Data); [and/or] paragraph 1.2 of Part B of Panel Agreement Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 75.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by the Auditordue; 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 (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI Targetstargets, in any rolling period of 12 Monththree (3) Months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition16.1.4(c)(ii) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 24.2.10 (Confidentiality); Clause 40.6.2 37.6.2 (Prevention of Fraud and BriberyXxxxxxx); Clause 36.1.2 33.1.2 (Compliance with the Law); Compliance) Clause 41.4 38.3 (Conflicts of Interest); paragraph 21.2 87.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 6 (Representations and Warranties) except Clause 7.2.6); Clause 11 9 (Panel Framework Agreement Performance); Clause 18 15 (Records, Audit Access and Open Book Data); Clause 20 17 (Management Charge); Clause 21 18 (Promoting Tax Compliance); Not Used Clause 25 22 (Supply Chain Rights and Protection); Clause 27.1 24.1 (Provision of Management Information); Clause 27.4 24.4 (Freedom of Information); Clause 27.5 24.5 (Protection of Personal Data); [and/or] paragraph 1.2 of Part B of Panel Agreement Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.;

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: a Panel Customer Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by the Auditor; the Supplier refuses or fails to comply with its obligations as set out in Schedule 12 (Improvement and Benchmarking)due; in the event of two (2) 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 (Services and Key Performance Indicators)), whether the failures relate to the same or different KPI Targetstargets, in any rolling period of 12 Monthcontiguous three (3) Month period; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition) Clause 19.1.4 16.1.4cii (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 22.2.10 (Confidentiality); Clause 40.6.2 35.6.2 (Prevention of Fraud and BriberyXxxxxxx); Clause 36.1.2 31.1.2 (Compliance with the Law); Compliance) Clause 41.4 36.3 (Conflicts of Interest); paragraph 21.2 78.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 6 (Representations and Warranties) except Clause 7.2.6); Clause 11 9 (Panel Framework Agreement Performance); Clause 18 15 (Records, Audit Access and Open Book Data); Clause 20 17 (Management Charge); Clause 21 18 (Promoting Tax Compliance); Not Used Clause 25 20 (Supply Chain Rights and Protection); Clause 27.1 22.1 (Provision of Management Information); Clause 27.4 22.4 (Freedom of Information); Clause 27.5 22.5 (Protection of Personal Data); [and/or] and/or paragraph 1.2 of Part B of Panel Agreement Framework Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by . the Supplier pursuant to Clause 7.2.6 commits any material Default which is materially untrue or misleadingnot, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptableAuthority, capable of remedy; or and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 65.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by the Auditordue; 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 (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI Targetstargets, in any rolling period of 12 Monththree (3) Months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition16.1.4(c)(ii) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 24.2.10 (Confidentiality); Clause 40.6.2 37.6.2 (Prevention of Fraud and BriberyXxxxxxx); Clause 36.1.2 33.1.2 (Compliance with the Law); Compliance) Clause 41.4 38.3 (Conflicts of Interest); paragraph 21.2 77.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 6 (Representations and Warranties) except Clause 7.2.6); Clause 11 9 (Panel Framework Agreement Performance); Clause 18 15 (Records, Audit Access and Open Book Data); Clause 20 17 (Management Charge); Clause 21 18 (Promoting Tax Compliance); Not Used Clause 25 22 (Supply Chain Rights and Protection); Clause 27.1 24.1 (Provision of Management Information); Clause 27.4 24.4 (Freedom of Information); Clause 27.5 24.5 (Protection of Personal Data); [and/or] paragraph 1.2 of Part B of Panel Agreement Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.;

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 86.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by due; the AuditorAuthority 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 (2) 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 Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition18.1.4(b)(ii) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 26.2.10 (Confidentiality); Clause 40.6.2 39.6.2 (Prevention of Fraud and Bribery); Clause 36.1.2 35.1.2 (Compliance with the LawCompliance); Clause 41.4 40.3 (Conflicts of Interest); paragraph 21.2 98.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 10 (Panel Framework Agreement Performance); Clause 18 17 (Records, Audit Access and Open Book Data); Clause 20 19 (Management Charge); Clause 21 20 (Promoting Tax Compliance); Not Used Clause 25 24 (Supply Chain Rights and Protection); Clause 27.1 26.1 (Provision of Management Information); Clause 27.4 26.4 (Freedom of Information); Clause 27.5 26.5 (Protection of Personal Data); [and/or] paragraph 1.2 of Part B of Panel Agreement Framework Schedule 2 (Panel Goods and/or Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) . the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; or the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. The Authority Fund may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 66.2 of Framework Schedule 5 (Call Off Procedure); the Fund terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall Off Agreement; the Fund conducts an Audit reveals assessment pursuant to Clause 12.2 and concludes that the Supplier has underpaid an amount equal to or greater than five per cent (5%) not demonstrated that it meets the Minimum Standards of the Management Charge due in any period specified by the AuditorReliability; 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 (2) 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 Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority Fund expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition17.1.4(c)(ii) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 22.2.10 (Confidentiality); Clause 40.6.2 35.6.2 (Prevention of Fraud and Bribery); Clause 36.1.2 31.1.2 (Compliance with the LawCompliance); Clause 41.4 36.3 (Conflicts of Interest); paragraph 21.2 Clause 2.1 of Panel Agreement Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 9 (Panel Framework Agreement Performance); Clause 18 16 (Records, Audit Access and Open Book Data); Clause 20 (Management Charge); Clause 21 18 (Promoting Tax Compliance); Not Used Clause 25 220 (Supply Chain Rights and Protection); Clause 27.1 22.1 (Provision of Management Information); Clause 27.4 22.4 (Freedom of Information); Clause 27.5 22.5 (Protection of Personal Data); [and/or] paragraph 1.2 of Part B of Panel Agreement Framework Schedule 2 (Panel Goods and/or Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority Fund are acceptable; or the Supplier commits any material Default which is not, in the reasonable opinion of the Fund, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority Fund is remediable but has not remedied such Default to the satisfaction of the Authority Fund within twenty (20) Working Days, or such other period as may be specified by the AuthorityFund, after issue of a written notice from the Authority Fund to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the AuthorityFund.

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 71.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by the Auditordue; 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 (2) or more failures by the Supplier to meet the KPI Targets (except in relation to the “Spend under Management” KPI set out in Part E of Framework Schedule 2 (Services and Key Performance Indicators)), whether the failures relate to the same or different KPI Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 24.2.10 (Confidentiality); Clause 40.6.2 37.6.2 (Prevention of Fraud and BriberyXxxxxxx); Clause 36.1.2 33.1.2 (Compliance with the Law); Compliance) Clause 41.4 38.3 (Conflicts of Interest); paragraph 21.2 83.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 6 (Representations and Warranties) except Clause 7.2.6); Clause 11 9 (Panel Framework Agreement Performance); Clause 18 15 (Records, Audit Access and Open Book Data); Clause 20 17 (Management Charge); Clause 21 18 (Promoting Tax Compliance); Not Used Clause 25 22 (Supply Chain Rights and Protection); Clause 27.1 24.1 (Provision of Management Information); Clause 27.4 24.4 (Freedom of Information); Clause 27.5 24.5 (Protection of Personal Data); [and/or] paragraph 1.2 of Part B E of Panel Agreement Framework Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Framework Schedule 16 21 (Financial DistressPSN Compliance) the representation and warranty given by [and/or] the Supplier pursuant to Clause 7.2.6 commits any material Default which is materially untrue or misleadingnot, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptableAuthority, capable of remedy; or and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 72.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by due; the AuditorAuthority 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 (2) 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 Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition18.1.4(c)(ii) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 26.2.10 (Confidentiality); Clause 40.6.2 39.6.2 (Prevention of Fraud and Bribery); Clause 36.1.2 35.1.2 (Compliance with the LawCompliance); Clause 41.4 40.3 (Conflicts of Interest); paragraph 21.2 84.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 10 (Panel Framework Agreement Performance); Clause 18 17 (Records, Audit Access and Open Book Data); Clause 20 19 (Management Charge); Clause 21 20 (Promoting Tax Compliance); Not Used Clause 25 24 (Supply Chain Rights and Protection); Clause 27.1 26.1 (Provision of Management Information); Clause 27.4 26.4 (Freedom of Information); Clause 27.5 26.5 (Protection of Personal Data); [and/or] and/or paragraph 1.2 of Part B of Panel Agreement Framework Schedule 2 (Panel Goods and/or Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; or the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.. NOT USED

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 62.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by the Auditordue; the Supplier refuses or fails to comply with its obligations as set out in paragraph 2.2.4 of Part A of Framework Schedule 12 2 (Improvement and BenchmarkingGoods And / Or Services nd Key Performance Indicators); in the event of two (2) 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 Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition) Clause 19.1.4 16.1.7 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 24.2.10 (Confidentiality); Clause 40.6.2 37.6,.2 (Prevention of Fraud and BriberyXxxxxxx); Clause 36.1.2 33.1.2 (Compliance with the Law); Compliance) Clause 41.4 38.3 (Conflicts of Interest); paragraph 21.2 76.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 6 (Representations and Warranties) except Clause 7.2.6); Clause 11 9 (Panel Framework Agreement Performance); Clause 18 15 (Records, Records Audit Access and Open Book Data); Clause 20 17 (Management Charge); Clause 21 18 (Promoting Tax Compliance); Not Used Clause 25 22 (Supply Chain Rights and Protection); Clause 27.1 24.1 (Provision of Management Information); Clause 27.4 24.4 (Freedom of Information); Clause 27.5 24.5 (Protection of Personal Data); [and/or] and/or paragraph 1.2 of Part B of Panel Agreement Framework Schedule 2 (Panel Goods and/or Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by . the Supplier pursuant to Clause 7.2.6 commits any material Default which is materially untrue or misleadingnot, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptableAuthority, capable of remedy; or and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 70.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by due; the AuditorAuthority conducts an assessment pursuant to Clause 15.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); in the event of two (2) 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 (Services and Key Performance Indicators)), whether the failures relate to the same or different KPI Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition) Clause 19.1.4 (Variation 20.1.4(b).(Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 26.2.10 (Confidentiality); Clause 40.6.2 39.6.2 (Prevention of Fraud and BriberyXxxxxxx); Clause 36.1.2 35.1.2 (Compliance with the Law); Compliance) Clause 41.4 40.3 (Conflicts of Interest); paragraph 21.2 84.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 10 (Panel Framework Agreement Performance); Clause 18 11 (Supplier Personnel) Clause 12 (Safeguarding Children and Vulnerable Adults) Clause 19 (Records, Audit Access and Open Book Data); Clause 20 21 (Management Charge); Clause 21 22 (Promoting Tax Compliance); Not Used Clause 25 24 (Supply Chain Rights and Protection); Clause 27.1 26.1 (Provision of Management Information); Clause 27.4 26.4 (Freedom of Information); Clause 27.5 26.5 (Protection of Personal Data); [and/or] and/or paragraph 1.2 of Part B of Panel Agreement Framework Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) . the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; or the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority. Where the Supplier fails to comply with the technical requirements prescribed by Cyber Essentials in accordance with clause 26.5.5 of this Framework Agreement the Authority shall be entitled to terminate this Framework Agreement with immediate effect by serving notice In Writing on the Supplier.

Termination on Material Default. The Authority CCS may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier whereif: CCS becomes aware that, at the time of the award of this Framework Agreement, the Supplier ought to have been excluded from the procurement procedure under Regulation 57 of the Regulations; CCS becomes aware that this Framework Agreement should not have been awarded to the Supplier due to a Panel Customer serious infringement of the obligations under the Treaties and Public Contracts Directive 2014/24/EU that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the Treaty on the Functioning of the European Union; this Framework Agreement has been substantially amended to the extent that the Regulations require a new procurement procedure; the Supplier fails to accept a Call Off Contract pursuant to paragraph 7.2 of Framework Schedule 5 (Call Off Procedure); a Buyer terminates a Legal Services Call Off Contract for the Supplier’s breach of that Legal Services Call Off Contract; an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in any period specified by due; CCS conducts an assessment pursuant to Clause 14.2 and concludes that the AuditorSupplier has not demonstrated that it meets the Minimum Standards or Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); in the event of two (2) 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 (Services and Key Performance Indicators)), whether the failures relate to the same or different KPI Targets, in any rolling period of 12 Monththree (3) months; the Authority CCS expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme ConditionScheme); Clause 19.1.4(b)(ii) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 25.2.10 (Confidentiality); Clause 40.6.2 39.6.2 (Prevention of Fraud and BriberyXxxxxxx); Clause 36.1.2 35.1.2 (Compliance with the LawCompliance); Clause 41.4 40.3 (Conflicts of Interest); paragraph 21.2 6.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 (Panel Framework Agreement Performance); Clause 14 (Minimum Standards of Reliability); Clause 18 (Records, Audit Access and Open Book Data); Clause 20 (Management Charge); Clause 21 (Promoting Tax Compliance); Not Used Clause 25 23 (Supply Chain Rights and Protection); Clause 27.1 25.1 (Provision of Management Information); Clause 27.4 25.4 (Freedom of Information); Clause 27.5 25.5 (Protection of Personal DataData Protection); [and/or] and/or paragraph 1.2 of Part B of Panel Agreement Framework Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority CCS are acceptable; or the Supplier commits any material Default which is not, in the reasonable opinion of CCS, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority CCS is remediable but has not remedied such Default to the satisfaction of the Authority CCS within twenty (20) Working Days, or such other period as may be specified by the AuthorityCCS, after issue of a written notice from the Authority CCS to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of CCS, and this Framework Agreement shall terminate on the Authoritydate specified in the Termination Notice.

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 75.3 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by due; the AuditorAuthority 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 (2) 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 Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition18.1.4(c)(ii) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 26.2.10 (Confidentiality); Clause 40.6.2 39.6.2 (Prevention of Fraud and Bribery); Clause 36.1.2 35.1.2 (Compliance with the Law); Compliance) Clause 41.4 40.3 (Conflicts of Interest); paragraph 21.2 88.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 10 (Panel Framework Agreement Performance); Clause 18 17 (Records, Audit Access and Open Book Data); Clause 20 19 (Management Charge); Clause 21 20 (Promoting Tax Compliance); Not Used Clause 25 (Supply Chain Rights and Protection); Clause 27.1 (Provision of Management Information); Clause 27.4 (Freedom of Information); Clause 27.5 (Protection of Personal Data); [and/or] paragraph 1.2 of Part B of Panel Agreement Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.Used;

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 71.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by the Auditordue; 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 (2) or more failures by the Supplier to meet the KPI Targets (except in relation to the “Spend under Management” KPI set out in Part E of Framework Schedule 2 (Services and Key Performance Indicators)), whether the failures relate to the same or different KPI Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 24.2.10 (Confidentiality); Clause 40.6.2 37.6.2 (Prevention of Fraud and Bribery); Clause 36.1.2 33.1.2 (Compliance with the Law); Compliance) Clause 41.4 38.3 (Conflicts of Interest); paragraph 21.2 83.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 6 (Representations and Warranties) except Clause 7.2.6); Clause 11 9 (Panel Framework Agreement Performance); Clause 18 15 (Records, Audit Access and Open Book Data); Clause 20 17 (Management Charge); Clause 21 18 (Promoting Tax Compliance); Not Used Clause 25 22 (Supply Chain Rights and Protection); Clause 27.1 24.1 (Provision of Management Information); Clause 27.4 24.4 (Freedom of Information); Clause 27.5 24.5 (Protection of Personal Data); [and/or] paragraph 1.2 of Part B E of Panel Agreement Framework Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Framework Schedule 16 21 (Financial DistressPSN Compliance) the representation and warranty given by [and/or] the Supplier pursuant to Clause 7.2.6 commits any material Default which is materially untrue or misleadingnot, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptableAuthority, capable of remedy; or and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 70.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by due; the AuditorAuthority conducts an assessment pursuant to Clause 15.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); in the event of two (2) 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 (Services and Key Performance Indicators)), whether the failures relate to the same or different KPI Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition) Clause 19.1.4 (Variation 20.1.4(b).(Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 26.2.10 (Confidentiality); Clause 40.6.2 39.6.2 (Prevention of Fraud and Bribery); Clause 36.1.2 35.1.2 (Compliance with the Law); Compliance) Clause 41.4 40.3 (Conflicts of Interest); paragraph 21.2 84.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 10 (Panel Framework Agreement Performance); Clause 18 11 (Supplier Personnel) Clause 12 (Safeguarding Children and Vulnerable Adults) Clause 19 (Records, Audit Access and Open Book Data); Clause 20 21 (Management Charge); Clause 21 22 (Promoting Tax Compliance); Not Used Clause 25 24 (Supply Chain Rights and Protection); Clause 27.1 26.1 (Provision of Management Information); Clause 27.4 26.4 (Freedom of Information); Clause 27.5 26.5 (Protection of Personal Data); [and/or] and/or paragraph 1.2 of Part B of Panel Agreement Framework Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) . the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; or the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority. Where the Supplier fails to comply with the technical requirements prescribed by Cyber Essentials in accordance with clause 26.5.5 of this Framework Agreement the Authority shall be entitled to terminate this Framework Agreement with immediate effect by serving notice In Writing on the Supplier.

Termination on Material Default. The Authority may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 65.2 of Framework Schedule 5 (Call Off Procedure); a Contracting Body terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall 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 in any period specified by due; the AuditorAuthority conducts an assessment pursuant to Clause 13.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards or Reliability; the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); in the event of two (2) 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 (Services and Key Performance Indicators)), whether the failures relate to the same or different KPI Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition) Clause 19.1.4 18.1.7 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 26.2.10 (Confidentiality); Clause 40.6.2 39.6,.2 (Prevention of Fraud and BriberyXxxxxxx); Clause 36.1.2 35.1.2 (Compliance with the Law); Compliance) Clause 41.4 40.3 (Conflicts of Interest); paragraph 21.2 77.2 of Panel Agreement Framework Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 10 (Panel Framework Agreement Performance); Clause 18 13 (Minimum Standards of Reliability); Clause 17 (Records, Audit Access and Open Book Data); Clause 20 19 (Management Charge); Clause 21 20 (Promoting Tax Compliance); Not Used Clause 25 24 (Supply Chain Rights and Protection); Clause 27.1 26.1 (Provision of Management Information); Clause 27.4 26.4 (Freedom of Information); Clause 27.5 26.5 (Protection of Personal Data); [and/or] and/or paragraph 1.2 of Part B of Panel Agreement Framework Schedule 2 (Panel Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable; or the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

Termination on Material Default. The Authority Fund may terminate this Panel Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: the Supplier fails to accept a Panel Customer Call Off Agreement pursuant to paragraph 64.2 of Framework Schedule 5 (Call Off Procedure); the Fund terminates a Legal Services Contract Call Off Agreement for the Supplier’s breach of that Legal Services ContractCall Off Agreement; the Fund conducts an Audit reveals assessment pursuant to Clause 12.2 and concludes that the Supplier has underpaid an amount equal to or greater than five per cent (5%) not demonstrated that it meets the Minimum Standards of the Management Charge due in any period specified by the AuditorReliability; 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 (2) 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 Targetstargets, in any rolling period of 12 Monththree (3) months; the Authority Fund expressly reserves the right to terminate this Panel Framework Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition17.1.4(c)(ii) Clause 19.1.4 (Variation Procedure); Clause 32.1.8 (Authority Remedies); Clause 27.2.10 22.2.10 (Confidentiality); Clause 40.6.2 35.6.2 (Prevention of Fraud and Bribery); Clause 36.1.2 31.1.2 (Compliance with the LawCompliance); Clause 41.4 36.3 (Conflicts of Interest); paragraph 21.2 Clause 2.1 of Panel Agreement Schedule 9 (Management Information); and/or anywhere that it is stated in this Panel Framework Agreement that the Supplier by its act or omission will have committed a material Default Default; the Supplier commits a material Default of any of the following Clauses or Panel Agreement Framework Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 9 (Panel Framework Agreement Performance); Clause 18 16 (Records, Audit Access and Open Book Data); Clause 20 (Management Charge); Clause 21 18 (Promoting Tax Compliance); Not Used Clause 25 220 (Supply Chain Rights and Protection); Clause 27.1 22.1 (Provision of Management Information); Clause 27.4 22.4 (Freedom of Information); Clause 27.5 22.5 (Protection of Personal Data); [and/or] paragraph 1.2 of Part B of Panel Agreement Framework Schedule 2 (Panel Goods and/or Services and Key Performance Indicators); paragraph 4 of Panel Schedule 16 (Financial Distress) the representation and warranty given by the Supplier pursuant to Clause 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Authority Fund are acceptable; or the Supplier commits any material Default which is not, in the reasonable opinion of the Fund, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the reasonable opinion of the Authority Fund is remediable but has not remedied such Default to the satisfaction of the Authority Fund within twenty (20) Working Days, or such other period as may be specified by the AuthorityFund, after issue of a written notice from the Authority Fund to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the AuthorityFund.