11. CONFIDENTIALITY
You shall keep in strict confidence all technical or commercial know-how,
Specifications, inventions, processes or initiatives which are of a confidential nature
and have been disclosed to you by us, our employees, agents or subcontractors, and
any other confidential information concerning our business or our products or our
services which you may obtain (including for the avoidance of doubt the BTC
Materials and any Property on Loan. You shall restrict disclosure of such confidential
information to such of your employees, agents or subcontractors as need to know it
for the purpose of discharging your obligations under the Contract, and shall ensure
that such employees, agents or subcontractors are subject to obligations of
confidentiality corresponding to those which bind you. This clause 11 shall survive
termination of the Contract.
12. TERMINATION
12.1 Without limiting our other rights or remedies, we may terminate the Contract with
immediate effect without liability to you by giving written notice to you if:
(a) you commit a material or persistent breach of the Contract and (if such a
breach is remediable) fail to remedy that breach within 14 days of receipt
of notice in writing of the breach;
(b) you suspend, or threaten to suspend, payment of your debts or are unable
to pay your debts as they fall due or admit inability to pay your debts or
(being a company) are deemed unable to pay your debts within the
meaning of section 123 of the Insolvency Act 1986 or (being an individual)
are deemed either unable to pay your debts or as having no reasonable
prospect of so doing, in either case, within the meaning of section 268 of
the Insolvency Act 1986 or (being a partnership) have any partner to whom
any of the foregoing apply;
(c) you commence negotiations with all or any class of your creditors with a
view to rescheduling any of your debts, or make a proposal for or enter
into any compromise or arrangement with your creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with your winding up;
(e) you (being an individual) are the subject of a bankruptcy petition order;
(f) a creditor or encumbrancer attaches or takes possession of, or a distress,
execution, sequestration or other such process is levied or enforced on or
sued against, the whole or any part of your assets and such attachment or
process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment
of an administrator or if a notice of intention to appoint an administrator is
given or if an administrator is appointed over you (being a company);
(h) a floating charge holder over your assets (being a company) has become
entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over your assets or a
receiver is appointed over your assets;
(j) any event occurs, or proceeding is taken, with respect to you in any
jurisdiction to which you are subject that has an effect equivalent or similar
to any of the events mentioned in clause 12.1(b) to clause 12.1(i)
(inclusive);
(k) you suspend or threaten to suspend, or cease or threaten to cease to carry
on, all or a substantial part of your business;
(l) you (being an individual) die or, by reason of illness or incapacity (whether
mental or physical), are incapable of managing your own affairs or become
a patient under any mental health legislation; or
(m) a change of control occurs in relation to you (within the meaning of section
1124 of the Corporation Tax Act 2010).
12.2 Without limiting our other rights or remedies, we may terminate the Contract
without liability:
(a) in respect of the supply of Services, by giving you one month’s written
notice; and
(b) in respect of the supply of Goods, with immediate effect by giving you
written notice.
12.3 In any of the circumstances in these terms and conditions in which we may
terminate the Contract, where both Goods and Services are supplied, we may
instead terminate part of the Contract in respect of the Goods, or in respect of the
Services, and the Contract shall continue in respect of the remaining supply.