Common use of Change Events Clause in Contracts

Change Events. 5.1 The following matters constitute a Change Event: (a) any significant aspect of the Research Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this Contract; (b) the Ministry is not satisfied with the progress the Contractor has made in relation to the delivery of any significant aspect of its Strategic Science investment Funding; or (c) the Contractor materially fails to deliver any of the KPIs set out in Schedule 3; or (d) the Contractor fails to meet any of the contract conditions listed in Schedule 5; or (e) there is a change in the involvement of the Science Leader listed in Schedule 1 and the Contractor is unable to find an adequate replacement within a reasonable time; or (f) the Government of New Zealand requiring a variation to or otherwise changing the Advanced Energy Technology Platform or a Research Programme. 5.2 If a Change Event occurs: (a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and (b) the Ministry may suspend payment of all or part of the Funding payable under this Contract to the Contractor. 5.3 The Parties may, at any time after receipt of the Notice of a Change Event: (a) agree that the circumstances giving rise to the Change Event no longer exist; (b) agree to vary this Contract; or (c) agree that no further action is required in respect of the Change Event. 5.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 5.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 5.2(b) (if any); and (b) no further action will be required under this clause 5. 5.5 The Contractor must try to remedy the Change Event by no later than 3 months (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 (“remedy date”). 5.6 The Ministry may, at any time after the date the Notice of the Change Event was received, obtain an independent review that considers the impact of the Change Event on the provision of the Research Programme under this Contract. 5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will make a determination in accordance with clause 5.9. 5.8 If the Change Event is to be determined by the Ministry, the Contractor can provide any information that it wants the Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 5.9 The Parties agree that if the Ministry determines that: (a) no further action is required in respect of the Change Event: (i) the Ministry will pay the Contractor any Funding suspended under clause 5.2(b); and (ii) no further action will be required under this clause 5; (b) this Contract must be varied (which may include a change to the amount of Funding payable), subject to clause 5.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) this Contract must be terminated, this Contract will terminate with effect from the date specified by the Ministry (which may provide for a disengagement period, if the Ministry considers that is appropriate). 5.10 If the Ministry determines that a Change Event must be resolved by varying this Contract, and the Contractor does not wish to continue providing the Research Programme in this Contract, it may, at any time before the variation is executed by the Parties, terminate this Contract immediately by Notice to the Ministry. 5.11 If this Contract is terminated by the Ministry under clause 5.9(c) or by the Contractor under clause 5.10, the Ministry: (a) is not required to pay any Funding suspended under clause 5.2(b) (if applicable), unless it determines that such Funding should be paid to the Contractor: and (b) may require the Contractor to return all Funding not spent and for which contractual liabilities have not yet been incurred as at the date of termination. 5.12 The Parties agree that: (a) neither Party may raise a dispute under clause 8 if a Change Event is notified under clause 5.2; and (b) nothing in this clause 5 prevents the Ministry from terminating this Contract (as the case may be) under clause 6.

Change Events. ‌ 5.1 The following matters constitute a Change Event: (a) any significant aspect of the Research Science Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this Contract; (b) the Ministry is not satisfied with the progress the Contractor has made in relation to the delivery of any significant aspect of its Strategic Science investment Funding; or (c) the Contractor materially fails to deliver any of the KPIs set out in Schedule 32; or (d) the Contractor fails to meet any of the contract conditions listed in Schedule 5; or (e) if there is a policy change in by the involvement Government of the Science Leader listed in Schedule 1 and the Contractor is unable to find an adequate replacement within a reasonable timeNew Zealand which affects funding; or (f) any event that would give rise to a right for the Government of New Zealand requiring a variation Ministry to or otherwise changing the Advanced Energy Technology Platform or a Research Programmeterminate under clause 6.1 arises. 5.2 If a Change Event occurs: (a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and (b) the Ministry may suspend payment of all or part of the Funding payable under this Contract to the Contractor. 5.3 The Parties may, at any time after receipt of the Notice of a Change Event: (a) agree that the circumstances giving rise to the Change Event no longer exist; (b) agree to vary this Contract; or (c) agree that no further action is required in respect of the Change Event. 5.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 5.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 5.2(b) (if any); and (b) no further action will be required under this clause 5. 5.5 The Contractor must try to remedy the Change Event by no later than 3 months (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 (“remedy date”). 5.6 The Ministry may, at any time after the date the Notice of the Change Event was received, obtain an independent review that considers the impact of the Change Event on the provision of the Research Science Programme under this Contract. 5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will make a determination in accordance with clause Clause 5.9. 5.8 If the Change Event is to be determined by the Ministry, the Contractor can provide any information that it wants the Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 5.9 The Parties agree that if the Ministry determines that: (a) no further action is required in respect of the Change Event: (i) the Ministry will pay the Contractor any Funding suspended under clause 5.2(b); and (ii) no further action will be required under this clause 5; (b) this Contract must be varied (which may include a change to the amount of Funding payable), subject to clause 5.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) this Contract must be terminated, this Contract will terminate with effect from the date specified by the Ministry (which may provide for a disengagement period, if the Ministry considers that is appropriate). 5.10 If the Ministry determines that a Change Event must be resolved by varying this Contract, and the Contractor does not wish to continue providing the Research Programme in this Contract, it may, at any time before the variation is executed by the Parties, terminate this Contract immediately by Notice to the Ministry. 5.11 If this Contract is terminated by the Ministry under clause 5.9(c) or by the Contractor under clause 5.10, the Ministry: (a) is not required to pay any Funding suspended under clause 5.2(b) (if applicable), unless it determines that such Funding should be paid to the Contractor: and (b) may require the Contractor to return all Funding not spent and for which contractual liabilities have not yet been incurred as at the date of termination. 5.12 The Parties agree that: (a) neither Party may raise a dispute under clause 8 if a Change Event is notified under clause 5.2; and (b) nothing in this clause 5 prevents the Ministry from terminating this Contract (as the case may be) under clause 6.

Change Events. 5.1 The 6.1 In relation to a Work Programme Agreement, the following matters constitute a Change Event: (a) any significant aspect of the Research Work Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this Contractthe Work Programme Agreement; (b) the Ministry is not satisfied with the progress the Contractor has made in relation to the delivery of any significant aspect of its Strategic Science investment Funding; orthe Work Programme; (c) there is a change in the involvement of a Key Personnel without the prior written approval of the Ministry; (d) the Contractor materially fails to deliver any of the KPIs set out impact statement/s, programme aim/s and critical steps described in Schedule 3; or (d) the Contractor fails to meet any of the contract conditions listed in Schedule 5; orWork Programme Agreement; (e) there is a change in the percentage shareholding or beneficial ownership structure (including voting rights) of the Partner Organisation or the involvement of the Science Leader listed Partner Organisation in Schedule 1 and the Contractor is unable to find an adequate replacement within a reasonable timeWork Programme; or (f) the Government of New Zealand requiring Contractor and/or the Partner Organisation, fail to provide the Co-funding, as specified in a variation to or otherwise changing the Advanced Energy Technology Platform or a Research ProgrammeWork Programme Agreement. 5.2 6.2 If a Change Event occurs: (a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and (b) the Ministry may suspend payment of all or part of the Funding payable under this Contract for the Work Programme to the Contractor. 5.3 6.3 The Parties may, at any time after receipt of the Notice of a Change Event: (a) agree that the circumstances giving rise to the Change Event no longer exist; (b) agree to vary this Contractthe relevant Work Programme Agreement; or (c) agree that no further action is required in respect of the Change Event. 5.4 6.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 5.36.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 5.2(b6.2(b) (if any), if it determines that the Funding must be paid to the Contractor; and (b) no further action will be required under this clause 56. 5.5 6.5 The Contractor must try to remedy the Change Event by no later than 3 months (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 12 (“remedy date”). 5.6 6.6 The Ministry may, at any time after the date the Notice of the Change Event was received, obtain an independent review of the Work Programme that considers the impact of the Change Event on the provision delivery of the Research Programme under this ContractWork Programme. 5.7 6.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will make a its determination in accordance with clause 5.9Clause 6.9. 5.8 6.8 If the Change Event is to be determined by the Ministry, Ministry the Contractor can provide any information that it the Contractor wants the Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 5.9 6.9 The Parties agree that if the Ministry determines that: (a) no further action is required in respect of the Change Event: (i) the Ministry will pay the Contractor any Funding suspended under clause 5.2(b6.2(b); and (ii) no further action will be required under this clause 56; (b) this Contract a Work Programme Agreement must be varied (which may include a change to the amount of Funding payable), subject to clause 5.10 6.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) this Contract a Work Programme Agreement must be terminated, this Contract the Work Programme Agreement will terminate with effect from the date specified by the Ministry (which may provide for a disengagement period, if the Ministry considers that is appropriate). 5.10 6.10 If the Ministry determines that a Change Event must be resolved by varying this Contractthe relevant Work Programme Agreement, and the Contractor does not wish to continue providing delivering the Research Programme in this ContractWork Programme, it the Contractor may, at any time before the variation is executed by the Parties, terminate this Contract the Work Programme Agreement immediately by Notice to the Ministry. 5.11 6.11 If this Contract a Work Programme Agreement is terminated by the Ministry under clause 5.9(c6.9(c) or by the Contractor under clause 5.106.10, the Ministry: (a) is not required to pay any Funding suspended under clause 5.2(b6.2(b) (if applicable), unless it determines that such Funding should be paid to the Contractor: and; (b) may require the Contractor to return all Funding not spent and for which contractual liabilities have not yet been incurred as at the date of termination. 5.12 6.12 The Parties agree that: (a) neither Party may raise a dispute under clause 8 9 if a Change Event is notified under clause 5.26.2; and (b) nothing in this clause 5 6 prevents the Ministry from terminating this Contract or a Work Programme Agreement (as the case may be) under clause 67; and (c) if a Change Event under clause 6.1(f) occurs and the Contractor and/or the Partner Organisation has failed to provide the Co-funding, as specified in a Work Programme Agreement the Contractor will, if requested by the Ministry, promptly pay to the Ministry an amount to make the ratio between the Funding received to date by the Contractor and Co-funding as anticipated in that Work Programme Agreement.

Change Events. 5.1 6.1 The following matters constitute a Change Event: (a) any significant aspect of the Research Programme Science Infrastructure Platform cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this Contract; (b) the Ministry is not satisfied with the progress the Contractor has made in relation to the delivery of any significant aspect of its Strategic Science investment Funding; orPlatform Plan; (c) the Ministry, in its reasonable discretion is not satisfied with the annual update referred to in clause 4.11 setting out the intended Science Infrastructure Platform activities for the upcoming year; (d) a change in the involvement of Platform Partners; (e) the Contractor materially fails to deliver any of the KPIs set out in Schedule 3; or; (df) the Contractor fails to meet any of the contract conditions listed in Schedule 5; (g) if there is a policy change by the government which affects the Funding; or (eh) there is any event that would give rise to a change in right for the involvement of the Science Leader listed in Schedule 1 and the Contractor is unable Ministry to find an adequate replacement within a reasonable time; orterminate under clause (f) the Government of New Zealand requiring a variation to or otherwise changing the Advanced Energy Technology Platform or a Research Programme7.1 arises. 5.2 6.2 If a Change Event occurs: (a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and (b) the Ministry may suspend payment of all or part of the Funding payable under this Contract to the Contractor. 5.3 6.3 The Parties may, at any time after receipt of the Notice of a Change Event: (a) agree that the circumstances giving rise to the Change Event no longer exist; (b) agree to vary this Contract; or (c) agree that no further action is required in respect of the Change Event. 5.4 6.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 5.36.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 5.2(b6.2(b) (if any); and (b) no further action will be required under this clause 56. 5.5 6.5 The Contractor must try to remedy the Change Event by no later than 3 months (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 12 (“remedy date”). 5.6 6.6 The Ministry may, at any time after the date the Notice of the Change Event was received, obtain an independent review that considers the impact of the Change Event on the provision of the Research Programme Science Infrastructure Platform under this Contract. 5.7 6.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will make a determination in accordance with clause 5.9Clause 6.9. 5.8 6.8 If the Change Event is to be determined by the Ministry, the Contractor can provide any information that it wants the Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 5.9 6.9 The Parties agree that if the Ministry determines that: (a) no further action is required in respect of the Change Event: (i) the Ministry will pay the Contractor any Funding suspended under clause 5.2(b6.2(b); and (ii) no further action will be required under this clause 56; (b) this Contract must be varied (which may include a change to the amount of Funding payable), subject to clause 5.10 6.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) this Contract must be terminated, this Contract will terminate with effect from the date specified by the Ministry (which may provide for a disengagement period, if the Ministry considers that is appropriate). 5.10 6.10 If the Ministry determines that a Change Event must be resolved by varying this Contract, and the Contractor does not wish to continue providing the Research Programme Science Infrastructure Platform in this Contract, it may, at any time before the variation is executed by the Parties, terminate this Contract immediately by Notice to the Ministry. 5.11 6.11 If this Contract is terminated by the Ministry under clause 5.9(c6.9(c) or by the Contractor under clause 5.106.10, the Ministry: (a) is not required to pay any Funding suspended under clause 5.2(b6.2(b) (if applicable), unless it determines that such Funding should be paid to the Contractor: and (b) may require the Contractor to return all Funding not spent and for which contractual liabilities have not yet been incurred as at the date of termination. 5.12 6.12 The Parties agree that: (a) neither Party may raise a dispute under clause 8 9 if a Change Event is notified under clause 5.26.2; and (b) nothing in this clause 5 6 prevents the Ministry from terminating this Contract (as the case may be) under clause 67.

Change Events. 5.1 The 9.1 In relation to a Centre Programme Agreement, the following matters constitute a Change Event: (a) any significant aspect of the Research Centre Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this Contract;the Centre Programme Agreement: (b) the Ministry is not satisfied with the progress the Contractor has made in relation to the delivery of any significant aspect of its Strategic Science investment Funding; orthe Centre Programme ; (c) the Ministry is not satisfied with the annual update referred to in clause 6.12 setting out the intended research, science or technology or related activities for the upcoming year; Ministry, (d) there is a change in the involvement of a Member without the prior written approval of the (e) the Contractor materially fails to deliver any of the KPIs Key Performance Indicators set out in Schedule 3; orthe Centre Programme Agreement.; (df) reference to decrease in FTEs removed (g) co-funding set out in the Contractor fails to meet any Centre Programme Agreement is materially reduced: (including voting rights) of the contract conditions listed in Schedule 5; orChallenge Collaboration. [update to reflect the agreed (eh) there is a change in the involvement of the Science Leader listed in Schedule 1 and the Contractor is unable to find an adequate replacement within a reasonable time; orpercentage shareholding or beneficial ownership structure (f) the Government of New Zealand requiring a variation to or otherwise changing the Advanced Energy Technology Platform or a Research Programme. 5.2 9.2 If a Change Event occurs: (a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and (b) the Ministry Science Board, or any person acting under a delegation given by the Science Board, may suspend payment of all or part of the Funding payable under this Contract for the Centre Programme to the Contractor. 5.3 9.3 The Parties may, at any time after receipt of the Notice of a Change Event: (a) agree that the circumstances giving rise to the Change Event no longer exist;; materially alter the original Funding Decision; or (b) agree to vary this Contract; orthe relevant Centre Programme Agreement if the variation does not (c) agree that no further action is required in respect of the Change Event. 5.4 9.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 5.39.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 5.2(b9.2(b) (if any), but only if the Science Board, or any person acting under a delegation given by the Science Board, determines that the Funding must be paid to the Contractor; and (b) no further action will be required under this clause 59. 5.5 9.5 The Contractor must try to remedy the Change Event by no later than 3 months (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 16 (“remedy date”). 5.6 9.6 The Ministry may, at any time after the date the Notice of the Change Event was received, obtain an independent review of the Centre Programme that considers the impact of the Change Event on the provision delivery of the Research Centre Programme under this Contract. 5.7 9.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will make a refer the Change Event to the Science Board for its determination in accordance with clause 5.99.9, but only if the Ministry has obtained an independent review in accordance with clause 9.6. The Ministry will give the Contractor Notice of the referral. 5.8 9.8 If the Change Event is referred to be determined by the MinistryScience Board, the Contractor can Ministry will provide to the Science Board: (a) the results of the independent review of the Change Event referred to in clause 9.6; (b) any information, including recommendations, that the Ministry considers is relevant; and (c) any information that it the Contractor wants the Ministry Science Board to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 5.9 9.9 The Parties agree that if the Ministry Science Board determines that: (a) no further action is required in respect of the Change Event: (i) the Ministry will pay the Contractor any Funding suspended under clause 5.2(b9.2(b); and (ii) no further action will be required under this clause 59; (b) this Contract a Centre Programme Agreement must be varied (which may include a change to the amount of Funding payable), subject to clause 5.10 9.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) this Contract a Centre Programme Agreement must be terminated, this Contract ; the Centre Programme Agreement will terminate with effect from the date specified by the Ministry Science Board (which may provide for a disengagement period, if the Ministry Science Board considers that is appropriate). 5.10 9.10 If the Ministry Science Board determines that a Change Event must be resolved by varying this Contractthe relevant Centre Programme Agreement, and the Contractor does not wish to continue providing delivering the Research Centre Programme in this Contract, it the Contractor may, at any time before the variation is executed by the Parties, terminate this Contract the Centre Programme Agreement immediately by Notice to the Ministry. 5.11 9.11 If this Contract a Centre Programme Agreement is terminated by the Ministry Science Board under clause 5.9(c9.9(c) or by the Contractor under clause 5.109.10, the Ministry: (a) is not required to pay any Funding suspended under clause 5.2(b9.2(b) (if applicable), unless it the Science Board determines that such Funding should be paid to the Contractor: and; (b) may require the Contractor to return all Funding not spent and for which contractual liabilities have not yet been incurred as at the date of termination. 5.12 9.12 The Parties agree that: (a) neither Party may raise a dispute under clause 8 12 (Dispute Resolution) if a Change Event is notified under clause 5.2; and9.2; (b) nothing in this clause 5 9 prevents the Ministry from terminating this Contract or a Centre Programme Agreement (as the case may be) under clause 610; and (c) the Ministry will provide details of any delegations given by the Science Board under section 11 of the Research, Science, and Technology ▇▇▇ ▇▇▇▇, in relation to clauses 9.2(b) and 9.4(a) of this Contract.

Change Events. 5.1 7.1 The following matters constitute a Change Event: (a) any significant aspect of the Research Programme Science Infrastructure Platform cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this Contract; (b) the Ministry is not satisfied with the progress the Contractor has made in relation to the delivery of any significant aspect of its Strategic Science investment Funding; orPlatform Plan; (c) the Ministry is not satisfied with the annual update referred to in clause 4.12 setting out the intended Science Infrastructure Platform activities for the upcoming year; (d) a change in the involvement of Platform Partners; TEMPLATE (e) a change in the involvement of key personnel and the Contractor or sub- contractor is unable to find an adequate replacement within a reasonable time; (f) any significant amendment made to the Consortium Agreement or if the Consortium Agreement is terminated; (g) the Contractor materially fails to deliver any of the KPIs set out in Schedule 34; or (dh) the Contractor fails to meet any of the contract conditions listed in Schedule 5; or (e) if there is a policy change in by the involvement of government which affects the Science Leader listed in Schedule 1 and the Contractor is unable to find an adequate replacement within a reasonable time; or (f) the Government of New Zealand requiring a variation to or otherwise changing the Advanced Energy Technology Platform or a Research ProgrammeFunding. 5.2 7.2 If a Change Event occurs: (a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and (b) the Ministry may suspend payment of all or part of the Funding payable under this Contract to the Contractor. 5.3 7.3 The Parties may, at any time after receipt of the Notice of a Change Event: (a) agree that the circumstances giving rise to the Change Event no longer exist; (b) agree to vary this Contract; or (c) agree that no further action is required in respect of the Change Event. 5.4 7.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 5.37.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 5.2(b7.2(b) (if any); and (b7.5 With the exception of clause 7.1(h) no further action will be required under this clause 5. 5.5 The the Contractor must try to remedy the Change Event by no later than 3 months (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 7.2 (“remedy date”). 5.6 7.6 The Ministry may, at any time after the date the Notice of the Change Event was received, obtain an independent review that considers the impact of the Change Event on the provision of the Research Programme Science Infrastructure Platform under this Contract. 5.7 7.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will make a determination in accordance with clause 5.97.9. 5.8 If the Change Event is to be determined by the Ministry, the Contractor can provide any information that it wants the Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 5.9 The Parties agree that if the Ministry determines that: (a) no further action is required in respect of the Change Event: (i) the Ministry will pay the Contractor any Funding suspended under clause 5.2(b); and (ii) no further action will be required under this clause 5; (b) this Contract must be varied (which may include a change to the amount of Funding payable), subject to clause 5.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) this Contract must be terminated, this Contract will terminate with effect from the date specified by the Ministry (which may provide for a disengagement period, if the Ministry considers that is appropriate). 5.10 If the Ministry determines that a Change Event must be resolved by varying this Contract, and the Contractor does not wish to continue providing the Research Programme in this Contract, it may, at any time before the variation is executed by the Parties, terminate this Contract immediately by Notice to the Ministry. 5.11 If this Contract is terminated by the Ministry under clause 5.9(c) or by the Contractor under clause 5.10, the Ministry: (a) is not required to pay any Funding suspended under clause 5.2(b) (if applicable), unless it determines that such Funding should be paid to the Contractor: and (b) may require the Contractor to return all Funding not spent and for which contractual liabilities have not yet been incurred as at the date of termination. 5.12 The Parties agree that: (a) neither Party may raise a dispute under clause 8 if a Change Event is notified under clause 5.2; and (b) nothing in this clause 5 prevents the Ministry from terminating this Contract (as the case may be) under clause 6.

Change Events. 5.1 The following matters constitute a Change Event: (a) any significant aspect of the Research Work Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this Contract; (b) the Ministry is not satisfied with the progress the Contractor has made in relation to the delivery of any significant aspect of its Strategic Science investment Funding; orthe Work Programme; (c) the Contractor materially fails to deliver any of the KPIs set out in Schedule 3; orKey Performance Indicators; (d) there is a change in Partnership Members that would adversely affect their ability to contribute to the Contractor fails to meet any of the contract conditions listed in Schedule 5Work Programme; or (e) there is a change the agreed co-funding as specified in the involvement of the Science Leader listed in Schedule 1 4.6 and the Contractor is unable to find an adequate replacement within a reasonable time; or (f) the Government of New Zealand requiring a variation to or otherwise changing the Advanced Energy Technology Platform or a Research Programme4.7 has not been contributed. 5.2 If a Change Event occurs: (a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and (b) the Ministry may suspend payment of all or part of the Funding payable under this Contract for the Work Programme to the Contractor. 5.3 The Parties may, at any time after receipt of the Notice of a Change Event: (a) agree that the circumstances giving rise to the Change Event no longer exist; (b) agree to vary this Contract; or (c) agree that no further action is required in respect of the Change Event. 5.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 5.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 5.2(b) (if any); and (b) no further action will be required under this clause 5. 5.5 The Contractor must try to remedy the Change Event by no later than 3 months (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 10 (“remedy date”). 5.6 The Ministry may, at any time after the date the Notice of the Change Event was received, obtain an independent review of the Work Programme that considers the impact of the Change Event on the provision delivery of the Research Programme under this ContractWork Programme. 5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will make a its determination in accordance with clause 5.9. 5.8 If the Change Event is to be determined by the Ministry, Ministry the Contractor can provide any information that it wants the Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 5.9 The Parties agree that if the Ministry determines that: (a) no further action is required in respect of the Change Event: (i) the Ministry will pay the Contractor any Funding suspended under clause 5.2(b); and (ii) no further action will be required under this clause 5;. (b) this Contract must be varied (which may include a change to the amount of Funding payable), subject to clause 5.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement;. (c) this Contract must be terminated, this Contract will terminate with effect from the date specified by the Ministry (which may provide for a disengagement period, if the Ministry considers that is appropriate). 5.10 If the Ministry determines that a Change Event must be resolved by varying this Contract, and the Contractor does not wish to continue providing delivering the Research Programme in this ContractWork Programme, it the Contractor may, at any time before the variation is executed by the Parties, terminate this Contract immediately by Notice to the Ministry. 5.11 If this Contract is terminated by the Ministry under clause 5.9(c) or by the Contractor under clause 5.10, the Ministry: (a) is not required to pay any Funding suspended under clause 5.2(b) (if applicable), unless it determines that such Funding should be paid to the Contractor: and; (b) may require the Contractor to return all Funding not spent and for which contractual liabilities have not yet been incurred as at the date of termination. 5.12 The Parties agree thatagree: (a) neither Party may raise a dispute under clause 8 if a Change Event is notified under clause 5.2; and (b) nothing in this clause 5 prevents the Ministry from terminating this Contract (as the case may be) under clause 6.

Change Events. 5.1 The In relation to the Project, the following matters constitute a Change Event: (a) any significant aspect of the Research Programme Project cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this ContractAgreement; (b) the Ministry MBIE is not satisfied with the progress the Contractor has you have made in relation to the delivery of any significant aspect of its Strategic Science investment Funding; orthe Project; (c) the Contractor materially fails to deliver any of the KPIs set out in Schedule 3; or (d) the Contractor fails to meet any of the contract conditions listed in Schedule 5; or (e) there is a change in the involvement of a Key Personnel without the Science Leader listed prior written approval of MBIE; (d) you materially fail to deliver any part of the Project described in Schedule 1 and the Contractor is unable this Agreement; (e) your overseas partner fails to find an adequate replacement within a reasonable time; ordeliver any material part of its project; (f) the Government of New Zealand requiring a variation to funding for your overseas partner is altered, suspended or otherwise changing the Advanced Energy Technology Platform or a Research Programmeterminated. 5.2 If a Change Event occurs: (a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and (b) the Ministry MBIE may suspend payment of all or part of the Funding payable under this Contract for the Project to the Contractoryou. 5.3 The Parties We may, at any time after receipt of the Notice of a Change Event: (a) agree that the circumstances giving rise to the Change Event no longer exist; (b) agree to vary this Contractany part (or parts) of the Project as described in Schedule 2; or (c) agree that no further action is required in respect of the Change Event. 5.4 If the Parties we reach agreement in respect of a Change Event in accordance with clause 5.3: (a) the Ministry MBIE will pay the Contractor you the Funding suspended under clause 5.2(b) (if any), if it determines that the Funding must be paid to you; and (b) no further action will be required under this clause 5. 5.5 The Contractor You must try to remedy the Change Event by no later than 3 months 1 month (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 9 (“remedy date”). 5.6 The Ministry MBIE may, at any time after the date the Notice of the Change Event was received, obtain an independent review of the Project that considers the impact of the Change Event on the provision delivery of the Research Programme under this ContractProject. 5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry MBIE will make a its determination in accordance with clause Clause 5.9. 5.8 If the Change Event is to be determined by the MinistryMBIE, the Contractor you can provide any information that it wants the Ministry you want MBIE to take into account when making its determination (subject to such information being received within the timeframes set by the MinistryMBIE). 5.9 The Parties agree that if the Ministry MBIE determines that: (a) no further action is required in respect of the Change Event: (i) the Ministry MBIE will pay the Contractor you any Funding suspended under clause 5.2(b); and (ii) no further action will be required under this clause 5; (b) this Contract the Project must be varied (which may include a change to the amount of Funding payable), subject to clause 5.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) this Contract Agreement must be terminated, this Contract the Agreement will terminate with effect from the date specified by the Ministry MBIE (which may provide for a disengagement period, if the Ministry MBIE considers that is appropriate). 5.10 If the Ministry MBIE determines that a Change Event must be resolved by varying this Contract, Agreement and the Contractor does you do not wish to continue providing delivering the Research Programme in this ContractProject, it you may, at any time before the variation is executed by the Parties, terminate this Contract Agreement immediately by Notice to the MinistryMBIE. 5.11 If this Contract Agreement is terminated by the Ministry MBIE under clause 5.9(c) or by the Contractor you under clause 5.10, the MinistryMBIE: (a) is not required to pay any Funding suspended under clause 5.2(b) (if applicable), unless it determines that such Funding should be paid to the Contractor: andyou; (b) may require the Contractor you to return all Funding not spent and for which contractual liabilities have not yet been incurred as at the date of termination. 5.12 The Parties agree that: (a) neither Party may raise a dispute under clause 8 if a Change Event is notified under clause 5.2; and (b) nothing in this clause 5 prevents the Ministry MBIE from terminating this Contract (as the case may be) Agreement under clause 6.

Change Events. 5.1 The ‌ 6.1 In relation to a Work Programme Agreement, the following matters constitute a Change Event: (a) an impact statement, research aim, critical step, or any other significant aspect of the Research Work Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this Contract;the Work Programme Agreement: (b) the Ministry is not satisfied with the progress the Contractor has made in relation to the delivery of an impact statement, research aim, critical step, or any significant aspect of its Strategic Science investment Funding; orthe Work Programme; (c) the Contractor materially fails to deliver any of the KPIs set out in Schedule 3; or (d) the Contractor fails to meet any of the contract conditions listed in Schedule 5; or (e) there is a change in the involvement of the Science Leader listed in Schedule 1 a Key Personnel and the Contractor Contractor, sub- contractor, or co-funder (as appropriate) is unable to find an adequate replacement within a reasonable time; (d) there is a significant decrease in the total number of Full Time Equivalents specified in the Work Programme Agreement and the Contractor does not find adequate replacements within a reasonable time; or (fe) the Government Contractor materially fails to deliver any of New Zealand requiring a variation to or otherwise changing the Advanced Energy Technology Platform or a Research ProgrammeCritical Performance Indicators set out in the Work Programme Agreement. 5.2 6.2 If a Change Event occurs: (a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and (b) the Ministry Science Board, or any person acting under a delegation given by the Science Board, may suspend payment of all or part of the Funding payable under this Contract for the Work Programme to the Contractor. 5.3 6.3 The Parties may, at any time after receipt of the Notice of a Change Event: (a) agree that the circumstances giving rise to the Change Event no longer exist; (b) agree to vary this Contractthe relevant Work Programme Agreement; or (c) agree that no further action is required in respect of the Change Event. 5.4 6.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 5.36.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 5.2(b6.2(b) (if any), but only if the Science Board, or any person acting under a delegation given by the Science Board, determines that the Funding must be paid to the Contractor; and (b) no further action will be required under this clause 56. 5.5 6.5 The Contractor must try to remedy the Change Event by no later than 3 months (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 (“remedy date”). 5.6 6.6 The Ministry may, at any time after the date the Notice of the Change Event was received, obtain an independent review of the Work Programme that considers the impact of the Change Event on the provision delivery of the Research Programme under this ContractWork Programme. 5.7 6.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will make a refer the Change Event to the Science Board for its determination in accordance with clause 5.96.9, but only if the Ministry has obtained an independent review in accordance with clause 6.6. The Ministry will give the Contractor Notice of the referral. 5.8 6.8 If the Change Event is referred to be determined by the MinistryScience Board, the Contractor can Ministry will provide to the Science Board: (a) the results of the independent review of the Change Event referred to in clause 6.6; (b) any information, including recommendations, that the Ministry considers is relevant; and (c) any information that it the Contractor wants the Ministry Science Board to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 5.9 6.9 The Parties agree that if the Ministry Science Board determines that: (a) no further action is required in respect of the Change Event: (i) the Ministry will pay the Contractor any Funding suspended under clause 5.2(b6.2(b); and (ii) no further action will be required under this clause 56; (b) this Contract a Work Programme Agreement must be varied (which may include a change to the amount of Funding payable), subject to clause 5.10 6.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) this Contract a Work Programme Agreement must be terminated, this Contract the Work Programme Agreement will terminate with effect from the date specified by the Ministry Science Board (which may provide for a disengagement period, if the Ministry Science Board considers that is appropriate). 5.10 6.10 If the Ministry Science Board determines that a Change Event must be resolved by varying this Contractthe relevant Work Programme Agreement, and the Contractor does not wish to continue providing delivering the Research Programme in this ContractWork Programme, it the Contractor may, at any time before the variation is executed by the Parties, terminate this Contract the Work Programme Agreement immediately by Notice to the Ministry. 5.11 6.11 If this Contract a Work Programme Agreement is terminated by the Ministry Science Board under clause 5.9(c6.9(c) or by the Contractor under clause 5.106.10, the Ministry: (a) is not required to pay any Funding suspended under clause 5.2(b6.2(b) (if applicable), unless it the Science Board determines that such Funding should be paid to the Contractor: and; (b) may require the Contractor to return all Funding not spent and for which contractual liabilities have not yet been incurred as at the date of termination. 5.12 6.12 The Parties agree thatagree: (a) neither Party may raise a dispute under clause 8 9 if a Change Event is notified under clause 5.2; and6.2; (b) nothing in this clause 5 6 prevents the Ministry from terminating this Contract or a Work Programme Agreement (as the case may be) under clause 67; and (c) the Ministry will provide details of any delegations given by the Science Board under section 11 of the Research, Science, and Technology ▇▇▇ ▇▇▇▇, in relation to clauses 6.2(b) and 6.4(a) of this Contract.

Change Events. 5.1 The following matters constitute a Change Event: (a) any significant aspect of the Research Work Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this Contract; (b) the Ministry is not satisfied with the progress the Contractor has made in relation to the delivery of any significant aspect of its Strategic Science investment Funding; orthe Work Programme; (c) the Contractor materially fails to deliver any of the KPIs set out in Schedule 3; orCritical Performance Indicators; (d) the Contractor fails to meet any of the contract conditions listed there is a change in Schedule 5; orPartnership Members (e) there is a change in that would adversely affect their ability to contribute to the involvement of the Science Leader listed in Schedule 1 and the Contractor is unable to find an adequate replacement within a reasonable timeWork Programme; or (f) the Government of New Zealand requiring a variation to or otherwise changing the Advanced Energy Technology Platform or a Research Programmeagreed co-funding as specified in 4.6 and 4.7 has not been contributed. 5.2 If a Change Event occurs: (a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and (b) the Ministry may suspend payment of all or part of the Funding payable under this Contract for the Work Programme to the Contractor. 5.3 The Parties may, at any time after receipt of the Notice of a Change Event: (a) agree that the circumstances giving rise to the Change Event no longer exist; (b) agree to vary this Contract; or (c) agree that no further action is required in respect of the Change Event. 5.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 5.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 5.2(b) (if any); and (b) no further action will be required under this clause 5. 5.5 The Contractor must try to remedy the Change Event by no later than 3 months (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 (“remedy date”). 5.6 The Ministry may, at any time after the date the Notice of the Change Event was received, obtain an independent review of the Work Programme that considers the impact of the Change Event on the provision delivery of the Research Programme under this ContractWork Programme. 5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will make a its determination in accordance with clause 5.9. 5.8 If the Change Event is to be determined by the Ministry, Ministry the Contractor can provide any information that it wants the Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 5.9 The Parties agree that if the Ministry determines that: (a) no further action is required in respect of the Change Event: (i) the Ministry will pay the Contractor any Funding suspended under clause 5.2(b6.2(b); and (ii) no further action will be required under this clause 5; (b) this Contract must be varied (which may include a change to the amount of Funding payable), subject to clause 5.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) this Contract must be terminated, this Contract will terminate with effect from the date specified by the Ministry (which may provide for a disengagement period, if the Ministry considers that is appropriate). 5.10 If the Ministry determines that a Change Event must be resolved by varying this Contract, and the Contractor does not wish to continue providing delivering the Research Programme in this ContractWork Programme, it the Contractor may, at any time before the variation is executed by the Parties, terminate this Contract immediately by Notice to the Ministry. 5.11 If this Contract is terminated by the Ministry under clause 5.9(c) or by the Contractor under clause 5.10, the Ministry: (a) is not required to pay any Funding suspended under clause 5.2(b) (if applicable), unless it determines that such Funding should be paid to the Contractor: and; (b) may require the Contractor to return all Funding not spent and for which contractual liabilities have not yet been incurred as at the date of termination. 5.12 The Parties agree thatagree: (a) neither Party may raise a dispute under clause 8 if a Change Event is notified under clause 5.2; and (b) nothing in this clause 5 prevents the Ministry from terminating this Contract (as the case may be) under clause 6.