Breach of Essential Terms Clause Samples
The Breach of Essential Terms clause defines the consequences when a party fails to fulfill a fundamental obligation under the contract. Typically, this clause identifies which terms are considered essential and outlines the rights of the non-breaching party, such as the ability to terminate the agreement or seek damages if an essential term is violated. Its core function is to protect the integrity of the contract by ensuring that critical obligations are upheld and providing remedies if they are not, thereby allocating risk and maintaining trust between the parties.
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Breach of Essential Terms. The Institution and Principal Investigator acknowledge and agree that each of the provisions in Sections 11, 12, 13 and 14 hereof constitutes an essential term of this Agreement, and that in case of breach of any of these provisions, WHO may, in its sole discretion, decide to:
(a) terminate this Agreement and/or any other contract concluded by WHO with the Institution and/or Principal Investigator, immediately upon written notice to them, without any liability for termination charges or any other liability of any kind; and/or
(b) exclude the Institution and/or Principal Investigator from participating in any ongoing or future tenders and/or entering into any future contractual or collaborative relationships with WHO. WHO shall be entitled to report any breach of such provisions to WHO’s governing bodies, other UN agencies, and/or donors.
Breach of Essential Terms. (a) If the Lessee’s conduct constitutes a breach of an essential term of this Lease and the Lessor elects to treat that breach as repudiation or the conduct otherwise constitutes repudiation of this Lease, the Lessee shall compensate the Lessor for all loss or damage suffered by reason of or arising from the repudiation.
(b) Clauses 4 (“Rent”), 5 (“Rent Review”), 6 (“Rates and Taxes”), 8 (“Use of Leased Premises and Facilities”), 10 (“Maintenance and Works”), 13 (“Lessee’s Obligations to effect insurances”), 15 (“Assignment”) and 27 (“Environmental Matters”) of this Lease are deemed to be essential terms. This is not an exhaustive list of the essential terms of this Lease.
Breach of Essential Terms. The Contractor acknowledges and agrees that each of the provisions of paragraphs 1, 2, 3 and 4 above constitutes an essential term of the Contract, and that in case of breach of any of these provisions, WHO may, in its sole discretion, decide to:
i. terminate the Contract, and/or any other contract concluded by WHO with the Contractor, immediately upon written notice to the Contractor, without any liability for termination charges or any other liability of any kind; and/or
ii. exclude the Contractor from participating in any ongoing or future tenders and/or entering into any future contractual or collaborative relationships with WHO. WHO shall be entitled to report any violation of such provisions to WHO’s governing bodies, other UN agencies, and/or donors.
Breach of Essential Terms. I acknowledge and agree that each of the provisions of paragraphs 9, 10 and 11 hereof constitutes an essential term of this Memorandum of Agreement, and that in case of breach of any of these provisions, WHO may, in its sole discretion, decide to:
(i) terminate this Memorandum of Agreement, and/or any other contract concluded by WHO with me, immediately upon written notice to me, without any liability for termination charges or any other liability of any kind; and/or
(ii) exclude me from entering into any future contractual or collaborative relationships with WHO. WHO shall be entitled to report any violation of such provisions to WHO’s governing bodies, other UN agencies, and/or donors.
Breach of Essential Terms. The Vendor acknowledges and agrees that each of the provisions of Paragraphs 14, 15, 16 and 17 hereof constitutes an essential term of the Purchase Order, and that in case of breach of any of these provisions, WHO may, in its sole discretion, decide to:
(i) terminate this Purchase Order, and/or any other contract concluded by WHO with the Vendor, immediately upon written notice to the Vendor, without any liability for termination charges or any other liability of any kind; and/or
(ii) exclude the Vendor from participating in any ongoing or future tenders and/or entering into any future contractual or collaborative relationships with WHO. WHO shall be entitled to report any violation of such provisions to WHO’s governing bodies, other UN agencies, and/or donors.
Breach of Essential Terms. If the Lessee breaches an essential term of this Lease then, in addition to any other remedy or entitlement of the Lessor:
(a) the Lessee must compensate the Lessor for the loss or damage suffered by reason of the breach of that essential term;
(b) the Lessor will be entitled to recover damages against the Lessee in respect of the breach of an essential term; and
(c) the Lessee covenants with the Lessor that if the Term is determined:
(i) for breach of an essential term or the acceptance by the Lessor of a repudiation of this Lease by the Lessee; or
(ii) following the failure by the Lessee to comply with any notice given to the Lessee to remedy any default, the Lessee must pay to the Lessor on demand the total of the Amounts Payable under this Lease which would have been payable by the Lessee for the unexpired balance of the Term as if the Term had expired by effluxion of time together with the losses incurred or reasonably expected to be incurred by the Lessor as a result of the early determination including but not limited to the costs of re-letting or attempting to re-let the Premises;
(d) the Lessee agrees that the covenant set out in clause 16.6
Breach of Essential Terms. The Vendor acknowledges and agrees that each of the provisions of Paragraphs compliance with MIP codes and policies hereof constitutes an essential term of the PO, and that in case of breach of any of these provisions, MIP may, in its sole discretion, decide to: 1- terminate this PO, and/or any other contract concluded by MIP with the Vendor, immediately upon written notice to the Vendor, without any liability for termination charges or any other liability of any kind; and/or (ii) exclude the Vendor from participating in any ongoing or future tenders and/or entering any future contractual or collaborative relationships with MIP. 2- MIP be entitled to report any violation of such provisions to MIP’s governing bodies.
Breach of Essential Terms. The Vendor acknowledges and agrees that each of the provisions of Paragraphs 14, 15, 16 and 17 hereof constitutes an essential term of the Purchase Order, and that in case of breach of any of these provisions, WHO may, in its sole discretion, decide to: (a) terminate this Purchase Order, and/or any other contract concluded by WHO with the Vendor, immediately upon written notice to the Vendor, without any liability for termination charges or any other liability of any kind; and/or (b) exclude the Vendor from participating in any ongoing or future tenders and/or entering into any future contractual or collaborative relationships with WHO. WHO shall be entitled to report any violation of any of such provisions to WHO’s governing bodies, other UN agencies, and/or donors. 19. PUBLICATION OF AGREEMENTS Subject to considerations of confidentiality, WHO may acknowledge the existence of this Purchase Order to the public and publish and/or otherwise publicly disclose the Vendor’s name and country of incorporation, general information with respect to the goods supplied hereunder and the Purchase Order value. Such disclosure will be made in accordance with WHO’s Information Disclosure Policy and shall be consistent with the terms of this Purchase Order. 20. AUDIT AND INVESTIGATIONS WHO may request a financial and operational review or audit of the goods supplied by the Vendor under this Purchase Order, to be conducted by WHO and/or parties authorized by WHO, and the Vendor undertakes to facilitate such review or audit. This review or audit may be carried out at any time during the period of the supply of the goods under this Purchase Order, or within five years of the supply of the goods. In order to facilitate such financial and operational review or audit, the Vendor shall keep accurate and systematic accounts and records in respect of the goods supplied under this Purchase Order. Similarly, WHO may initiate an investigation, to be conducted by WHO and/or parties authorized by WHO, into credible allegations of fraudulent and corrupt practices and other forms of misconduct (including, but not limited to, sexual misconduct, harassment and other types of abusive conduct) based on information received in accordance with its respective policies, procedures and rules. In this context, the Vendor shall make available, without restriction, to WHO and/or parties authorized by WHO: (a) the Vendor’s books, records and systems (including all relevant financial and operational i...
Breach of Essential Terms. The Contractor acknowledges and agrees that each of the provisions of section 7.30 (Anti-Terrorism and UN Sanctions; Fraud and Corruption), section 7.31 (Ethical Behaviour), section 7.32 (Officials not to Benefit), section 7.33 (Compliance with WHO Codes and Policies), and section 7.36 (Zero tolerance for sexual exploitation and abuse), section 7.35 (Tobacco/Arms Related Disclosure Statement) and section 7.36(Compliance with applicable laws, etc.) hereof constitutes an essential term of the Contract, and that in case of breach of any of these provisions, WHO may, in its sole discretion, decide to:
(i) terminate the Contract, and/or any other contract concluded by WHO with the Contractor, immediately upon written notice to the Contractor, without any liability for termination charges or any other liability of any kind; and/or
(ii) exclude the Contractor from participating in any ongoing or future tenders and/or entering into any future contractual or collaborative relationships with WHO. WHO shall be entitled to report any violation of such provisions to WHO’s governing bodies, other UN agencies, and/or donors.
Breach of Essential Terms. The Contractor acknowledges and agrees that each of the provisions of section 7.30 (Anti- Terrorism and UN Sanctions; Fraud and Corruption), section 7.31 (Ethical Behaviour), section 7.32 (Officials not to Benefit), section 7.33 (Compliance with WHO Codes and Policies), and section