Common use of Change Events Clause in Contracts

Change Events. 9.1 In relation to a Centre Programme Agreement, the following matters constitute a Change Event: (a) any significant aspect of the Centre Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, 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 the 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 Key Performance Indicators set out in the Centre Programme Agreement.; (f) reference to decrease in FTEs removed (g) co-funding set out in the Centre Programme Agreement is materially reduced: (including voting rights) of the Challenge Collaboration. [update to reflect the agreed (h) there is a change in the percentage shareholding or beneficial ownership structure 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 Science Board, or any person acting under a delegation given by the Science Board, may suspend payment of all or part of the Funding for the Centre Programme to the Contractor. 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 the relevant Centre Programme Agreement if the variation does not (c) agree that no further action is required in respect of the Change Event. 9.4 If the Parties reach agreement in accordance with clause 9.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 9.2(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 9. 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 16 (“remedy date”). 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 delivery of the Centre Programme . 9.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will refer the Change Event to the Science Board for its determination in accordance with clause 9.9, 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. 9.8 If the Change Event is referred to the Science Board, the 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 the Contractor wants the Science Board to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 9.9 The Parties agree that if the 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 9.2(b); and (ii) no further action will be required under this clause 9; (b) a Centre Programme Agreement must be varied (which may include a change to the amount of Funding payable), subject to clause 9.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) a Centre Programme Agreement must be terminated; the Centre Programme Agreement will terminate with effect from the date specified by the Science Board (which may provide for a disengagement period, if the Science Board considers that is appropriate). 9.10 If the Science Board determines that a Change Event must be resolved by varying the relevant Centre Programme Agreement, and the Contractor does not wish to continue delivering the Centre Programme , the Contractor may, at any time before the variation is executed by the Parties, terminate the Centre Programme Agreement immediately by Notice to the Ministry. 9.11 If a Centre Programme Agreement is terminated by the Science Board under clause 9.9(c) or by the Contractor under clause 9.10, the Ministry: (a) is not required to pay any Funding suspended under clause 9.2(b) (if applicable), unless the Science Board determines that such Funding should be paid to the Contractor; (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. 9.12 The Parties agree that: (a) neither Party may raise a dispute under clause 12 (Dispute Resolution) if a Change Event is notified under clause 9.2; (b) nothing in this clause 9 prevents the Ministry from terminating this Contract or a Centre Programme Agreement (as the case may be) under clause 10; 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. 9.1 In relation to a Centre Programme Agreement, the 5.1 The following matters constitute a Change Event: (a) any significant aspect of the Centre Work Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, the Centre Programme Agreement: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 the Centre Programme Work 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 Key Critical Performance Indicators set out in the Centre Programme Agreement.Indicators; (f) reference to decrease in FTEs removed (g) co-funding set out in the Centre Programme Agreement is materially reduced: (including voting rights) of the Challenge Collaboration. [update to reflect the agreed (hd) there is a change in Partnership Members (e) there is a change in that would adversely affect their ability to contribute to the percentage shareholding or beneficial ownership structureWork Programme; or 9.2 (f) the agreed 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 Science Board, or any person acting under a delegation given by the Science Board, Ministry may suspend payment of all or part of the Funding for the Centre Work Programme to the Contractor. 9.3 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; materially alter the original Funding Decision; or; (b) agree to vary the relevant Centre Programme Agreement if the variation does notthis Contract; or (c) agree that no further action is required in respect of the Change Event. 9.4 5.4 If the Parties reach agreement in accordance with clause 9.35.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 9.2(b5.2(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 95. 9.5 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 16 11 (“remedy date”). 9.6 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 Centre Work Programme that considers the impact of the Change Event on the delivery of the Centre Programme Work Programme. 9.7 5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will refer the Change Event to the Science Board for make its determination in accordance with clause 9.9, 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 referral5.9. 9.8 5.8 If the Change Event is referred to the Science Board, be determined by the Ministry will the Contractor can 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 information it wants the Ministry considers is relevant; and (c) any information that the Contractor wants the Science Board to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 9.9 5.9 The Parties agree that if the Science Board 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 9.2(b6.2(b); and (ii) no further action will be required under this clause 95; (b) a Centre Programme Agreement this Contract must be varied (which may include a change to the amount of Funding payable), subject to clause 9.10 5.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) a Centre Programme Agreement this Contract must be terminated; the Centre Programme Agreement , this Contract will terminate with effect from the date specified by the Science Board Ministry (which may provide for a disengagement period, if the Science Board Ministry considers that is appropriate). 9.10 5.10 If the Science Board Ministry determines that a Change Event must be resolved by varying the relevant Centre Programme Agreementthis Contract, and the Contractor does not wish to continue delivering the Centre Programme Work Programme, the Contractor may, at any time before the variation is executed by the Parties, terminate the Centre Programme Agreement this Contract immediately by Notice to the Ministry. 9.11 5.11 If a Centre Programme Agreement this Contract is terminated by the Science Board Ministry under clause 9.9(c5.9(c) or by the Contractor under clause 9.105.10, the Ministry: (a) is not required to pay any Funding suspended under clause 9.2(b5.2(b) (if applicable), unless the Science Board it determines that such Funding should be paid to the Contractor; (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. 9.12 5.12 The Parties agree thatagree: (a) neither Party may raise a dispute under clause 12 (Dispute Resolution) 8 if a Change Event is notified under clause 9.2;5.2; and (b) nothing in this clause 9 5 prevents the Ministry from terminating this Contract or a Centre Programme Agreement (as the case may be) under clause 10; 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 Contract6.

Change Events. 9.1 6.1 In relation to a Centre Work Programme Agreement, the following matters constitute a Change Event: (a) any significant aspect of the Centre Work Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, the Centre 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 the Centre Programme Work 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 Key Personnel without the prior written approval of thethe Ministry; (ed) the Contractor materially fails to deliver any of the Key Performance Indicators set out impact statement/s, programme aim/s and critical steps described in the Centre Work Programme Agreement.; (f) reference to decrease in FTEs removed (g) co-funding set out in the Centre Programme Agreement is materially reduced: (including voting rights) of the Challenge Collaboration. [update to reflect the agreed (he) there is a change in the percentage shareholding or beneficial ownership structurestructure (including voting rights) of the Partner Organisation or the involvement of the Partner Organisation in the Work Programme; or 9.2 (f) the Contractor and/or the Partner Organisation, fail to provide the Co-funding, as specified in a Work Programme Agreement. 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 Science Board, or any person acting under a delegation given by the Science Board, Ministry may suspend payment of all or part of the Funding for the Centre Work Programme to the Contractor. 9.3 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; materially alter the original Funding Decision; or; (b) agree to vary the relevant Centre Work Programme Agreement if the variation does notAgreement; or (c) agree that no further action is required in respect of the Change Event. 9.4 6.4 If the Parties reach agreement in accordance with clause 9.36.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 9.2(b6.2(b) (if any), but only if the Science Board, or any person acting under a delegation given by the Science Board, it determines that the Funding must be paid to the Contractor; and (b) no further action will be required under this clause 96. 9.5 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 16 12 (“remedy date”). 9.6 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 Centre Work Programme that considers the impact of the Change Event on the delivery of the Centre Programme Work Programme. 9.7 6.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will refer the Change Event to the Science Board for make its determination in accordance with clause 9.9, 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 referralClause 6.9. 9.8 6.8 If the Change Event is referred to the Science Board, be determined by the Ministry will the Contractor can 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 the Contractor wants the Science Board Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 9.9 6.9 The Parties agree that if the Science Board 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 9.2(b6.2(b); and (ii) no further action will be required under this clause 96; (b) a Centre Work Programme Agreement must be varied (which may include a change to the amount of Funding payable), subject to clause 9.10 6.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) a Centre Work Programme Agreement must be terminated; , the Centre Work Programme Agreement will terminate with effect from the date specified by the Science Board Ministry (which may provide for a disengagement period, if the Science Board Ministry considers that is appropriate). 9.10 6.10 If the Science Board Ministry determines that a Change Event must be resolved by varying the relevant Centre Work Programme Agreement, and the Contractor does not wish to continue delivering the Centre Programme Work Programme, the Contractor may, at any time before the variation is executed by the Parties, terminate the Centre Work Programme Agreement immediately by Notice to the Ministry. 9.11 6.11 If a Centre Work Programme Agreement is terminated by the Science Board Ministry under clause 9.9(c6.9(c) or by the Contractor under clause 9.106.10, the Ministry: (a) is not required to pay any Funding suspended under clause 9.2(b6.2(b) (if applicable), unless the Science Board it determines that such Funding should be paid to the Contractor; (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. 9.12 6.12 The Parties agree that: (a) neither Party may raise a dispute under clause 12 (Dispute Resolution) 9 if a Change Event is notified under clause 9.2;6.2; and (b) nothing in this clause 9 6 prevents the Ministry from terminating this Contract or a Centre Work Programme Agreement (as the case may be) under clause 107; 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 will provide details of any delegations given an amount to make the ratio between the Funding received to date by the Science Board under section 11 of the Research, Science, Contractor and Technology ▇▇▇ ▇▇▇▇, Co-funding as anticipated in relation to clauses 9.2(b) and 9.4(a) of this Contractthat Work Programme Agreement.

Change Events. 9.1 In relation to a Centre Programme Agreement, the 5.1 The following matters constitute a Change Event: (a) any significant aspect of the Centre Research Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, the Centre Programme Agreement: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 the Centre Programme ;its Strategic Science investment Funding; or (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 Key Performance Indicators KPIs set out in the Centre Programme Agreement.;Schedule 3; or (fd) reference the Contractor fails to decrease meet any of the contract conditions listed in FTEs removedSchedule 5; or (g) co-funding set out in the Centre Programme Agreement is materially reduced: (including voting rights) of the Challenge Collaboration. [update to reflect the agreed (he) there is a change in the percentage shareholding 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 beneficial ownership structureotherwise changing the Advanced Energy Technology Platform or a Research Programme. 9.2 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 Science Board, or any person acting under a delegation given by the Science Board, Ministry may suspend payment of all or part of the Funding for the Centre Programme payable under this Contract to the Contractor. 9.3 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; materially alter the original Funding Decision; or; (b) agree to vary the relevant Centre Programme Agreement if the variation does notthis Contract; or (c) agree that no further action is required in respect of the Change Event. 9.4 5.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 9.35.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 9.2(b5.2(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 95. 9.5 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 16 11 (“remedy date”). 9.6 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 Centre Programme that considers the impact of the Change Event on the delivery provision of the Centre Research Programme under this Contract. 9.7 5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will refer the Change Event to the Science Board for its make a determination in accordance with clause 9.9, 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 referral5.9. 9.8 5.8 If the Change Event is referred to be determined by the Science BoardMinistry, the Ministry will Contractor can 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 the Contractor it wants the Science Board Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 9.9 5.9 The Parties agree that if the Science Board 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 9.2(b5.2(b); and (ii) no further action will be required under this clause 95; (b) a Centre Programme Agreement this Contract must be varied (which may include a change to the amount of Funding payable), subject to clause 9.10 5.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) a Centre Programme Agreement this Contract must be terminated; the Centre Programme Agreement , this Contract will terminate with effect from the date specified by the Science Board Ministry (which may provide for a disengagement period, if the Science Board Ministry considers that is appropriate). 9.10 5.10 If the Science Board Ministry determines that a Change Event must be resolved by varying the relevant Centre Programme Agreementthis Contract, and the Contractor does not wish to continue delivering providing the Centre Research Programme in this Contract, the Contractor it may, at any time before the variation is executed by the Parties, terminate the Centre Programme Agreement this Contract immediately by Notice to the Ministry. 9.11 5.11 If a Centre Programme Agreement this Contract is terminated by the Science Board Ministry under clause 9.9(c5.9(c) or by the Contractor under clause 9.105.10, the Ministry: (a) is not required to pay any Funding suspended under clause 9.2(b5.2(b) (if applicable), unless the Science Board 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. 9.12 5.12 The Parties agree that: (a) neither Party may raise a dispute under clause 12 (Dispute Resolution) 8 if a Change Event is notified under clause 9.2;5.2; and (b) nothing in this clause 9 5 prevents the Ministry from terminating this Contract or a Centre Programme Agreement (as the case may be) under clause 10; 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 Contract6.

Change Events. 9.1 In relation to a Centre Programme Agreement, the 7.1 The following matters constitute a Change Event: (a) any significant aspect of the Centre Programme Science Infrastructure Platform cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, the Centre Programme Agreement: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 the Centre Programme its Platform Plan; (c) the Ministry is not satisfied with the annual update referred to in clause 6.12 4.12 setting out the intended research, science or technology or related Science Infrastructure Platform activities for the upcoming year; Ministry,; (d) there is a change in the involvement of a Member without the prior written approval of thePlatform 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 Key Performance Indicators KPIs set out in the Centre Programme Agreement.; (f) reference to decrease in FTEs removed (g) co-funding set out in the Centre Programme Agreement is materially reduced: (including voting rights) of the Challenge Collaboration. [update to reflect the agreedSchedule 4; or (h) if there is a policy change in by the percentage shareholding or beneficial ownership structuregovernment which affects the Funding. 9.2 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 Science Board, or any person acting under a delegation given by the Science Board, Ministry may suspend payment of all or part of the Funding for the Centre Programme payable under this Contract to the Contractor. 9.3 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; materially alter the original Funding Decision; or; (b) agree to vary the relevant Centre Programme Agreement if the variation does notthis Contract; or (c) agree that no further action is required in respect of the Change Event. 9.4 7.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 9.37.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 9.2(b7.2(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 (b7.5 With the exception of clause 7.1(h) no further action will be required under this clause 9. 9.5 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 16 7.2 (“remedy date”). 9.6 7.6 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 delivery provision of the Centre Programme Science Infrastructure Platform under this Contract. 9.7 7.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will refer the Change Event to the Science Board for its make a determination in accordance with clause 9.9, 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 referral7.9. 9.8 If the Change Event is referred to the Science Board, the 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 the Contractor wants the Science Board to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 9.9 The Parties agree that if the 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 9.2(b); and (ii) no further action will be required under this clause 9; (b) a Centre Programme Agreement must be varied (which may include a change to the amount of Funding payable), subject to clause 9.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) a Centre Programme Agreement must be terminated; the Centre Programme Agreement will terminate with effect from the date specified by the Science Board (which may provide for a disengagement period, if the Science Board considers that is appropriate). 9.10 If the Science Board determines that a Change Event must be resolved by varying the relevant Centre Programme Agreement, and the Contractor does not wish to continue delivering the Centre Programme , the Contractor may, at any time before the variation is executed by the Parties, terminate the Centre Programme Agreement immediately by Notice to the Ministry. 9.11 If a Centre Programme Agreement is terminated by the Science Board under clause 9.9(c) or by the Contractor under clause 9.10, the Ministry: (a) is not required to pay any Funding suspended under clause 9.2(b) (if applicable), unless the Science Board determines that such Funding should be paid to the Contractor; (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. 9.12 The Parties agree that: (a) neither Party may raise a dispute under clause 12 (Dispute Resolution) if a Change Event is notified under clause 9.2; (b) nothing in this clause 9 prevents the Ministry from terminating this Contract or a Centre Programme Agreement (as the case may be) under clause 10; 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. 9.1 In relation to a Centre Programme Agreement, the 5.1 The following matters constitute a Change Event: (a) any significant aspect of the Centre Work Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, the Centre Programme Agreement: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 the Centre Programme Work 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 Key Performance Indicators set out in the Centre Programme Agreement.Indicators; (f) reference to decrease in FTEs removed (g) co-funding set out in the Centre Programme Agreement is materially reduced: (including voting rights) of the Challenge Collaboration. [update to reflect the agreed (hd) there is a change in Partnership Members that would adversely affect their ability to contribute to the percentage shareholding or beneficial ownership structureWork Programme; or 9.2 (e) the agreed 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 Science Board, or any person acting under a delegation given by the Science Board, Ministry may suspend payment of all or part of the Funding for the Centre Work Programme to the Contractor. 9.3 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; materially alter the original Funding Decision; or; (b) agree to vary the relevant Centre Programme Agreement if the variation does notthis Contract; or (c) agree that no further action is required in respect of the Change Event. 9.4 5.4 If the Parties reach agreement in accordance with clause 9.35.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 9.2(b5.2(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 95. 9.5 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 16 10 (“remedy date”). 9.6 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 Centre Work Programme that considers the impact of the Change Event on the delivery of the Centre Programme Work Programme. 9.7 5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will refer the Change Event to the Science Board for make its determination in accordance with clause 9.9, 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 referral5.9. 9.8 5.8 If the Change Event is referred to the Science Board, be determined by the Ministry will the Contractor can 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 information it wants the Ministry considers is relevant; and (c) any information that the Contractor wants the Science Board to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 9.9 5.9 The Parties agree that if the Science Board 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 9.2(b5.2(b); and (ii) no further action will be required under this clause 9;5. (b) a Centre Programme Agreement this Contract must be varied (which may include a change to the amount of Funding payable), subject to clause 9.10 5.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement;. (c) a Centre Programme Agreement this Contract must be terminated; the Centre Programme Agreement , this Contract will terminate with effect from the date specified by the Science Board Ministry (which may provide for a disengagement period, if the Science Board Ministry considers that is appropriate). 9.10 5.10 If the Science Board Ministry determines that a Change Event must be resolved by varying the relevant Centre Programme Agreementthis Contract, and the Contractor does not wish to continue delivering the Centre Programme Work Programme, the Contractor may, at any time before the variation is executed by the Parties, terminate the Centre Programme Agreement this Contract immediately by Notice to the Ministry. 9.11 5.11 If a Centre Programme Agreement this Contract is terminated by the Science Board Ministry under clause 9.9(c5.9(c) or by the Contractor under clause 9.105.10, the Ministry: (a) is not required to pay any Funding suspended under clause 9.2(b5.2(b) (if applicable), unless the Science Board it determines that such Funding should be paid to the Contractor; (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. 9.12 5.12 The Parties agree thatagree: (a) neither Party may raise a dispute under clause 12 (Dispute Resolution) 8 if a Change Event is notified under clause 9.2;5.2; and (b) nothing in this clause 9 5 prevents the Ministry from terminating this Contract or a Centre Programme Agreement (as the case may be) under clause 10; 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 Contract6.

Change Events. 9.1 5.1 In relation to a Centre Programme Agreementthe Project, the following matters constitute a Change Event: (a) any significant aspect of the Centre Programme Project cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, the Centre Programme this Agreement:; (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 the Centre Programme Project; (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 Key Personnel without the prior written approval of theMBIE; (d) you materially fail to deliver any part of the Project described in this Agreement; (e) the Contractor materially your overseas partner fails to deliver any material part of the Key Performance Indicators set out in the Centre Programme Agreement.its project; (f) reference to decrease in FTEs removedthe funding for your overseas partner is altered, suspended or terminated. (g) co-funding set out in the Centre Programme Agreement is materially reduced: (including voting rights) of the Challenge Collaboration. [update to reflect the agreed (h) there is a change in the percentage shareholding or beneficial ownership structure 9.2 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 Science Board, or any person acting under a delegation given by the Science Board, MBIE may suspend payment of all or part of the Funding for the Centre Programme Project to the Contractoryou. 9.3 The Parties 5.3 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; materially alter the original Funding Decision; or; (b) agree to vary any part (or parts) of the relevant Centre Programme Agreement if the variation does notProject as described in Schedule 2; or (c) agree that no further action is required in respect of the Change Event. 9.4 5.4 If the Parties we reach agreement in accordance with clause 9.35.3: (a) the Ministry MBIE will pay the Contractor you the Funding suspended under clause 9.2(b5.2(b) (if any), but only if the Science Board, or any person acting under a delegation given by the Science Board, it determines that the Funding must be paid to the Contractoryou; and (b) no further action will be required under this clause 95. 9.5 The Contractor 5.5 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 16 9 (“remedy date”). 9.6 The Ministry 5.6 MBIE may, at any time after the date the Notice of the Change Event was received, obtain an independent review of the Centre Programme Project that considers the impact of the Change Event on the delivery of the Centre Programme Project. 9.7 5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry MBIE will refer the Change Event to the Science Board for make its determination in accordance with clause 9.9, 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 referralClause 5.9. 9.8 5.8 If the Change Event is referred to the Science Boardbe determined by MBIE, the Ministry will you can 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 the Contractor wants the Science Board you want MBIE to take into account when making its determination (subject to such information being received within the timeframes set by the MinistryMBIE). 9.9 5.9 The Parties agree that if the Science Board 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 9.2(b5.2(b); and (ii) no further action will be required under this clause 95; (b) a Centre Programme Agreement the Project must be varied (which may include a change to the amount of Funding payable), subject to clause 9.10 5.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) a Centre Programme this Agreement must be terminated; , the Centre Programme Agreement will terminate with effect from the date specified by the Science Board MBIE (which may provide for a disengagement period, if the Science Board MBIE considers that is appropriate). 9.10 5.10 If the Science Board MBIE determines that a Change Event must be resolved by varying the relevant Centre Programme Agreement, this Agreement and the Contractor does you do not wish to continue delivering the Centre Programme Project, the Contractor you may, at any time before the variation is executed by the Parties, terminate the Centre Programme this Agreement immediately by Notice to the MinistryMBIE. 9.11 5.11 If a Centre Programme this Agreement is terminated by the Science Board MBIE under clause 9.9(c5.9(c) or by the Contractor you under clause 9.105.10, the MinistryMBIE: (a) is not required to pay any Funding suspended under clause 9.2(b5.2(b) (if applicable), unless the Science Board it determines that such Funding should be paid to the Contractoryou; (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. 9.12 5.12 The Parties agree that: (a) neither Party may raise a dispute under clause 12 (Dispute Resolution) 8 if a Change Event is notified under clause 9.2;5.2; and (b) nothing in this clause 9 5 prevents the Ministry MBIE from terminating this Contract or a Centre Programme Agreement (as the case may be) under clause 10; 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 Contract6.

Change Events. 9.1 ‌ 6.1 In relation to a Centre 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 Centre Work Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, the Centre 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 the Centre Programme Work 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 Key Personnel and the prior written approval 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 theFull Time Equivalents specified in the Work Programme Agreement and the Contractor does not find adequate replacements within a reasonable time; or (e) the Contractor materially fails to deliver any of the Key Critical Performance Indicators set out in the Centre Work Programme Agreement.; (f) reference to decrease in FTEs removed (g) co-funding set out in the Centre Programme Agreement is materially reduced: (including voting rights) of the Challenge Collaboration. [update to reflect the agreed (h) there is a change in the percentage shareholding or beneficial ownership structure 9.2 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 Science Board, or any person acting under a delegation given by the Science Board, may suspend payment of all or part of the Funding for the Centre Work Programme to the Contractor. 9.3 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; materially alter the original Funding Decision; or; (b) agree to vary the relevant Centre Work Programme Agreement if the variation does notAgreement; or (c) agree that no further action is required in respect of the Change Event. 9.4 6.4 If the Parties reach agreement in accordance with clause 9.36.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 9.2(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 96. 9.5 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 16 11 (“remedy date”). 9.6 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 Centre Work Programme that considers the impact of the Change Event on the delivery of the Centre Programme Work Programme. 9.7 6.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will refer the Change Event to the Science Board for its determination in accordance with clause 9.96.9, but only if the Ministry has obtained an independent review in accordance with clause 9.66.6. The Ministry will give the Contractor Notice of the referral. 9.8 6.8 If the Change Event is referred to the Science Board, the Ministry will provide to the Science Board: (a) the results of the independent review of the Change Event referred to in clause 9.66.6; (b) any information, including recommendations, that the Ministry considers is relevant; and (c) any information that the Contractor wants the Science Board to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 9.9 6.9 The Parties agree that if the 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 9.2(b6.2(b); and (ii) no further action will be required under this clause 96; (b) a Centre Work Programme Agreement must be varied (which may include a change to the amount of Funding payable), subject to clause 9.10 6.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) a Centre Work Programme Agreement must be terminated; , the Centre Work Programme Agreement will terminate with effect from the date specified by the Science Board (which may provide for a disengagement period, if the Science Board considers that is appropriate). 9.10 6.10 If the Science Board determines that a Change Event must be resolved by varying the relevant Centre Work Programme Agreement, and the Contractor does not wish to continue delivering the Centre Programme Work Programme, the Contractor may, at any time before the variation is executed by the Parties, terminate the Centre Work Programme Agreement immediately by Notice to the Ministry. 9.11 6.11 If a Centre Work Programme Agreement is terminated by the Science Board under clause 9.9(c6.9(c) or by the Contractor under clause 9.106.10, the Ministry: (a) is not required to pay any Funding suspended under clause 9.2(b6.2(b) (if applicable), unless the Science Board determines that such Funding should be paid to the Contractor; (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. 9.12 6.12 The Parties agree thatagree: (a) neither Party may raise a dispute under clause 12 (Dispute Resolution) 9 if a Change Event is notified under clause 9.26.2; (b) nothing in this clause 9 6 prevents the Ministry from terminating this Contract or a Centre Work Programme Agreement (as the case may be) under clause 107; 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(b6.2(b) and 9.4(a6.4(a) of this Contract.

Change Events. 9.1 In relation to a Centre Programme Agreement, the 6.1 The following matters constitute a Change Event: (a) any significant aspect of the Centre Programme Science Infrastructure Platform cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, the Centre Programme Agreement: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 the Centre Programme its Platform Plan; (c) the Ministry Ministry, in its reasonable discretion is not satisfied with the annual update referred to in clause 6.12 4.11 setting out the intended research, science or technology or related Science Infrastructure Platform activities for the upcoming year; Ministry,; (d) there is a change in the involvement of a Member without the prior written approval of thePlatform Partners; (e) the Contractor materially fails to deliver any of the Key Performance Indicators KPIs set out in the Centre Programme Agreement.Schedule 3; (f) reference the Contractor fails to decrease meet any of the contract conditions listed in FTEs removedSchedule 5; (g) co-funding set out in if there is a policy change by the Centre Programme Agreement is materially reduced: (including voting rights) of government which affects the Challenge Collaboration. [update to reflect the agreedFunding; or (h) there is any event that would give rise to a change in right for the percentage shareholding or beneficial ownership structureMinistry to terminate under clause 9.2 7.1 arises. 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 Science Board, or any person acting under a delegation given by the Science Board, Ministry may suspend payment of all or part of the Funding for the Centre Programme payable under this Contract to the Contractor. 9.3 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; materially alter the original Funding Decision; or; (b) agree to vary the relevant Centre Programme Agreement if the variation does notthis Contract; or (c) agree that no further action is required in respect of the Change Event. 9.4 6.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 9.36.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 9.2(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 96. 9.5 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 16 12 (“remedy date”). 9.6 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 Centre Programme that considers the impact of the Change Event on the delivery provision of the Centre Programme Science Infrastructure Platform under this Contract. 9.7 6.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will refer the Change Event to the Science Board for its make a determination in accordance with clause 9.9, 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 referralClause 6.9. 9.8 6.8 If the Change Event is referred to be determined by the Science BoardMinistry, the Ministry will Contractor can 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 the Contractor it wants the Science Board Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 9.9 6.9 The Parties agree that if the Science Board 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 9.2(b6.2(b); and (ii) no further action will be required under this clause 96; (b) a Centre Programme Agreement this Contract must be varied (which may include a change to the amount of Funding payable), subject to clause 9.10 6.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) a Centre Programme Agreement this Contract must be terminated; the Centre Programme Agreement , this Contract will terminate with effect from the date specified by the Science Board Ministry (which may provide for a disengagement period, if the Science Board Ministry considers that is appropriate). 9.10 6.10 If the Science Board Ministry determines that a Change Event must be resolved by varying the relevant Centre Programme Agreementthis Contract, and the Contractor does not wish to continue delivering providing the Centre Programme Science Infrastructure Platform in this Contract, the Contractor it may, at any time before the variation is executed by the Parties, terminate the Centre Programme Agreement this Contract immediately by Notice to the Ministry. 9.11 6.11 If a Centre Programme Agreement this Contract is terminated by the Science Board Ministry under clause 9.9(c6.9(c) or by the Contractor under clause 9.106.10, the Ministry: (a) is not required to pay any Funding suspended under clause 9.2(b6.2(b) (if applicable), unless the Science Board 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. 9.12 6.12 The Parties agree that: (a) neither Party may raise a dispute under clause 12 (Dispute Resolution) 9 if a Change Event is notified under clause 9.2;6.2; and (b) nothing in this clause 9 6 prevents the Ministry from terminating this Contract or a Centre Programme Agreement (as the case may be) under clause 10; 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 Contract7.

Change Events. 9.1 In relation to a Centre Programme Agreement, the ‌ 5.1 The following matters constitute a Change Event: (a) any significant aspect of the Centre Science Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, the Centre Programme Agreement: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 the Centre Programme ;its Strategic Science investment Funding; or (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 Key Performance Indicators KPIs set out in Schedule 2; or (d) the Centre Programme Agreement.;Contractor fails to meet any of the contract conditions listed in Schedule 5; or (e) if there is a policy change by the Government of New Zealand which affects funding; or (f) reference any event that would give rise to decrease in FTEs removeda right for the Ministry to terminate under clause (g) co-funding set out in the Centre Programme Agreement is materially reduced: (including voting rights) of the Challenge Collaboration. [update to reflect the agreed6.1 arises. (h) there is a change in the percentage shareholding or beneficial ownership structure 9.2 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 Science Board, or any person acting under a delegation given by the Science Board, Ministry may suspend payment of all or part of the Funding for the Centre Programme payable under this Contract to the Contractor. 9.3 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; materially alter the original Funding Decision; or; (b) agree to vary the relevant Centre Programme Agreement if the variation does notthis Contract; or (c) agree that no further action is required in respect of the Change Event. 9.4 5.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 9.35.3: (a) the Ministry will pay the Contractor the Funding suspended under clause 9.2(b5.2(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 95. 9.5 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 16 11 (“remedy date”). 9.6 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 Centre Programme that considers the impact of the Change Event on the delivery provision of the Centre Science Programme under this Contract. 9.7 5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will refer the Change Event to the Science Board for its make a determination in accordance with clause 9.9, 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 referralClause 5.9. 9.8 5.8 If the Change Event is referred to be determined by the Science BoardMinistry, the Ministry will Contractor can 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 the Contractor it wants the Science Board Ministry to take into account when making its determination (subject to such information being received within the timeframes set by the Ministry). 9.9 5.9 The Parties agree that if the Science Board 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 9.2(b5.2(b); and (ii) no further action will be required under this clause 9; (b) a Centre Programme Agreement must be varied (which may include a change to the amount of Funding payable), subject to clause 9.10 the Parties will do anything necessary to give effect to that decision, including by entering into a variation of agreement; (c) a Centre Programme Agreement must be terminated; the Centre Programme Agreement will terminate with effect from the date specified by the Science Board (which may provide for a disengagement period, if the Science Board considers that is appropriate). 9.10 If the Science Board determines that a Change Event must be resolved by varying the relevant Centre Programme Agreement, and the Contractor does not wish to continue delivering the Centre Programme , the Contractor may, at any time before the variation is executed by the Parties, terminate the Centre Programme Agreement immediately by Notice to the Ministry. 9.11 If a Centre Programme Agreement is terminated by the Science Board under clause 9.9(c) or by the Contractor under clause 9.10, the Ministry: (a) is not required to pay any Funding suspended under clause 9.2(b) (if applicable), unless the Science Board determines that such Funding should be paid to the Contractor; (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. 9.12 The Parties agree that: (a) neither Party may raise a dispute under clause 12 (Dispute Resolution) if a Change Event is notified under clause 9.2; (b) nothing in this clause 9 prevents the Ministry from terminating this Contract or a Centre Programme Agreement (as the case may be) under clause 10; 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.