Common use of Change Events Clause in Contracts

Change Events. 7.1. A change event ("Change Event") occurs if, during the term of the Project, either of us receives new information or an event occurs that materially affects this Agreement, the Project or the Student, including, but not limited to, that the information or event: (a) prevents, or is reasonably likely to prevent, either of us from being able to meet our obligations under this Agreement, including our obligations relating to: (i) the Funding or the Student; or (ii) your ability to carry out and complete the Project and ensure that the Outcomes are achieved; (b) may bring the reputation of ▇▇▇▇▇▇▇▇▇ Innovation or the R&D Grants Programme into disrepute; (c) constitutes a “notifiable event” under the Health and Safety at Work Act 2015. 7.2. If a Change Event occurs: (a) we will immediately advise each other by notice of the Change Event; and (b) we will discuss our options to resolve the Change Event in good faith, which may include taking no action, negotiating a variation to this Agreement or terminating this Agreement. 7.3. In discussing our options to resolve a Change Event: (a) we will act in good faith and in a way that is consistent with the mutual interest between us in achieving the Outcomes of the Project, the value for money of the Project, the anticipated benefit to New Zealand from the Project and maintaining research capability critical to New Zealand; and (b) we, or ▇▇▇▇▇▇▇▇▇ Innovation on its own account, may undertake a Review of the Project to help ▇▇▇▇▇▇▇▇▇ Innovation decide how to respond to the Change Event. 7.4. If we are unable to resolve a Change Event within one month of the date of Notice in clause 7.2(a) either of us may immediately terminate this Agreement by notice. 7.5. Nothing in this clause prevents either of us from exercising our powers under clause 8.