22.7.1 The Contractor should typically agree that termination compensation payments are its sole remedy, subject to certain exceptions. The Authority's agreement to a similar provision in this regard should depend on the issues set out in Section 24.6 (Damages Claims).
22.7.2 Required drafting which deals with the Contractor's position is as follows:
22.7 Any payment of compensation shall be in full satisfaction of any claim which can be made against the Authority by the Contractor in relation to termination of this Contract or any Project Document. The compensation payable under Clauses 21.1.3 (Compensation on Termination for Authority Default), 21.3.4 (Compensation on Termination for Force Majeure), [21.4.3 (Compensation for Termination for Corrupt Gifts and Fraud)], 21.5.2 (Compensation on Voluntary Termination), [21.5.5(Compensation on Termination on an Authority Break Point Date)] and 21.6 (Compensation on Termination for Breach of Refinancing provisions) shall be the sole remedy of the Contractor against the Authority in respect of termination of the Contract.
Specific exclusions will exist in most transactions and these should be on a project specific basis, based on the principle that any compensation payment does not reflect other claims. Examples would include claims under Clause 26 (Information and Confidentiality), certain types of claims for infringement of intellectual property rights and other claims not reflected, such as claims by third parties against the Authority or claims arising from damage to other property of the Authority. See Clause 30.7 (Continuing Obligations) which may refer to these. 399
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399 It should be noted that the position in Northern Ireland regarding remedies is different from that in England and Wales. The remedy of distress is not available in Northern Ireland; forfeiture is distinguished from the English and Welsh position.