Common use of Relief from Liability Clause in Contracts

Relief from Liability. The Provider shall not be liable to the Council for a Performance Default to the extent that it is directly caused by a breach of contract by the Council or Fellow Provider provided that the Provider has notified the Council in writing as soon as it has come to the Provider's attention that such an event has or will occur. Without prejudice to the Provider's rights pursuant to this Clause 36, if the Council commits a repudiatory breach of contract, the Provider shall be entitled to terminate the Contract by notice in writing provided it first notifies the Council in writing of the breach of contract, stating its intention to issue a termination notice and giving the Council a period to remedy the breach, such period being reasonable in the circumstances and, in any event not less than 20 (twenty) Working Days or such other longer period as may be reasonable in the circumstances having regard to the nature and effect of the breach. If the Council remedies the breach within such period the Provider shall not be entitled to accept the repudiation and/or terminate the Contract. In the event of a Performance Default the Council shall issue a Default Notice to the Provider which shall state on its face whether, in the reasonable opinion of the Contract Manager, the Performance Default is either a Critical Performance Default or Non-Critical Performance Default. For the avoidance of doubt, a single Default Notice covering more than one Performance Default may be issued validly under this Clause 36.7 and further a PAMMS Assessment finding of “poor” for the Provider is a Critical Performance Default and a finding of “needs improvement” is a Non-Critical Performance Default and this Clause 36 shall be applied accordingly. If the Provider disputes whether a Performance Default is a Critical Performance Default, the matter shall be referred to the Dispute Resolution Procedure and if the dispute remains unresolved, to the Courts.