7.1 Project Co and the Authority may by joint notice in writing (a "Joint Notice") immediately terminate this Agreement if the Independent Tester:
7.1.1 is in breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied by the Independent Tester within 21 days of receipt by the Independent Tester of a Joint Notice specifying the breach and requiring its remedy;
7.1.2 is incompetent, guilty of gross misconduct and/or any material failure, negligence or delay in the provision of the Services and/or its other duties under this Agreement;
7.1.3 fails or refuses after written warning to provide the Services and/or its other duties under this Agreement reasonably and as properly required of him; or
7.1.4 is subject to an event analogous to any of the events set out in Clause 40.1.1 (Insolvency) of the Design Build Finance and Maintain Agreement.
7.2 If the Design Build Finance and Maintain Agreement is rescinded, terminated or repudiated for any reason and, notwithstanding that the validity of such rescission, termination or repudiation may be disputed, this Agreement may be terminated by Joint Notice and with immediate effect.
7.3 Following any termination of this Agreement, but subject to any set-off or deductions which Project Co or the Authority may be entitled properly to make as a result of any breach of this Agreement by the Independent Tester, the Independent Tester shall be entitled to be paid in full and final settlement of any valid claim which the Independent Tester may have in consequence thereof, any fees due under Clause 5 (Fee) above in respect of the Services carried out in accordance with this Agreement prior to the date of termination.
7.4 Termination of this Agreement shall be without prejudice to any accrued rights and obligations under this Agreement as at the date of termination (including the right of Project Co and the Authority to recover damages from the Independent Tester).
7.5 If this Agreement is terminated in accordance with Clause 7.1, Project Co and the Authority shall use reasonable endeavours to engage an alternative Independent Tester within 30 days, subject to Law and public procurement rules. If within such period Project Co and the Authority are unable to procure the appointment of an alternative Independent Tester on reasonable commercial terms, the Independent Tester shall pay to Project Co and/or the Authority, as the case may be, any reasonable incremental loss, damage or extra costs suffered by each of them.
7.6 If Project Co fails to make a payment of any undisputed sum to the Independent Tester within [ ] Business Days of the expiry of any notice issued pursuant to Clause [●]. in respect of such sum, the Independent Tester may issue a further written notice to the Authority and Project Co specifying that the payment remains outstanding (the "Second Notice") and if payment is not made within [ ] Business Days of receipt of the Second Notice the Independent Tester may issue a further written notice terminating this Agreement with immediate effect. Failure by Project Co to pay, following receipt of a Second Notice pursuant to this Clause 7.6, shall be the Independent Tester's sole ground for terminating this Agreement by reason of breach of this Agreement by the Authority and/or Project Co.
7.7 Termination of this Agreement shall not affect the continuing rights and obligations of Project Co, the Authority and the Independent Tester under Clauses 6 (Limitations on Authority), 8 (Confidential Information and Copyright), 9 (Professional Indemnity Insurance), 18 (Dispute Resolution Procedure) and this Clause or under any other Clause which is expressed to survive termination or which is required to give effect to such termination or the consequences of such termination.