SCHEDULE 20 Termination Compensation Payment Treatment of Sole Use Assets on Termination or Expiry of this Agreement 1.1 In circumstances in which this Agreement is terminated and both: 1.1.1 a Termination Compensation Payment is payable in accordance with paragraph 2 of this schedule 20, and 1.1.2 the Corporation does not invoke its right to have title to the Assets transferred to it or a New Service Provider pursuant to schedule 21, then the Net Book Value of those elements of the Assets as have Alternative Use and any proceeds from the sale of Sole Use Assets by the Service Provider shall be deducted from the Termination Compensation Payment payable. Termination Compensation Payment 2.1 The Termination Compensation Payment payable to the Service Provider shall consist of the relevant Compensation Elements. 2.2 Part, some or all of the Compensation Elements shall be payable by the Corporation depending on the circumstances of termination. Table 2.3 below sets out the
Compensation Elements which are payable in each circumstances of termination.
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Table 2.3 Event Service Provider’s Breakage Costs Service Provider's Outstanding Funding Expiry Corporation Termination by the No Yes No Yes No Yes (subject to Service Provider’s Profits Lost
Default/Convenience Corporation pursuant to clause 38.3 [convenience] or clause 38.2.12 [change of Law] by the Service Provider pursuant to clause (38.1.1 [change of Law], 38.1.3 [nonpayment] or 38.1.4 [cancellation of Scheme]) SP Default Termination by the Corporation pursuant to clause 38.2 [Breach] (other than clauses 38.2.10 [Force Majeure], 38.2.12 [Change of Law]) Force Majeure Termination Termination by the Corporation pursuant to clause 38.1.2 [Force Majeure] or the Service Provider pursuant to clause 38.2.10 [Force Majeure] . No (subject to 50% - see paragraph 2.7) paragraph 2.6 No (subject to Yes paragraph 2.7)
paragraph 2.4)
(subject to No
paragraph 2.5)
No
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2.4
Corporation Default / Convenience No payment shall be due in respect of Service Provider’s Lost Profits in the event of termination prior to the commencement of the Pre Go-Live Phase. Payment in
respect of Service Provider’s Lost Profits in the event of Termination after the commencement of the Pre Go-Live Phase shall be as set out in the definition of Service Provider’s Lost Profits. 2.5 SP Default In the event that this Agreement is terminated by the Corporation pursuant to clause 38.2.2, 38.2.4 or 38.2.8 prior to the Scheme Go-Live Date, or if the Agreement is subsequently terminated pursuant to clause 38.2.2 or 38.2.8 on or after the Scheme Go-Live Date as a result of the Combined Services System failing to function in material respects in accordance with the Design Documents and as a consequence thereof the Service Provider being materially unable to provide the Services in accordance with this Agreement, then no Service Provider’s Outstanding Funding shall be payable by the Corporation. 2.6 Force Majeure Termination The Corporation shall pay to the Service Provider 50% of the Service Provider’s Outstanding Funding. 2.7 General In all circumstances of termination or partial termination of this Agreement the Corporation shall reimburse the Service Provider for any reasonable costs, expenses, losses and liabilities which are incurred or suffered by the Service Provider arising out of the termination of any Novated Contract (including, but not limited, to any termination payments for which the Service Provider may be liable to the Novated Sub-Contractor under such Novated Contract), less, in the case of a termination by the Corporation for the Service Provider's default, all costs and expenses which the Corporation could reasonably have expected to recover if it had had to terminate the Novated Contract in circumstances where the Novated Contract had not been novated.
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