41.4  Rectification

41.4.1  If a Contractor Default has occurred and the Authority wishes to terminate this Agreement, it must serve a Termination Notice on the Contractor.

41.4.2  The Termination Notice must specify:

41.4.2.1  the type and nature of Contractor Default that has occurred, giving reasonable details; and

41.4.2.2  that in the case of any Contractor Default falling within the limbs (a), (g) and (n) of the definition of Contractor Default this Agreement will terminate on the day falling [forty (40)] Business Days after the date the Contractor receives the Termination Notice, unless:

(a)  in the case of a breach under limb (a) of the definition of Contractor Default the Contractor puts forward an acceptable rectification programme within [twenty (20)] Business Days after the date the Contractor receives the Termination Notice (and implements such programme in accordance with its terms and rectifies the Contractor Default in accordance with the programme); or

(b)  in the case of any Contractor Default falling within the limbs (a), (g) and (n) of the definition of Contractor Default the Contractor rectifies the Contractor Default within [forty (40)] Business Days after the date the Contractor receives the Termination Notice; or

41.4.2.3  that in the case of any other Contractor Default (not being limbs (a), (g) or (n)), this Agreement will terminate on the date falling [forty (40)] Business Days after the date the Contractor receives the Termination Notice.

41.4.3  If the Contractor either rectifies the Contractor Default within the time period specified in the Termination Notice, or implements the rectification programme, if applicable, in accordance with its terms, the Termination Notice will be deemed to be revoked and this Agreement will continue.

41.4.4  If either in the case of a Contractor Default within limb (a) of the definition of that term where no acceptable rectification programme has been put forward pursuant to clause 41.4.2.2(a) or in the case of a Contractor Default falling within limbs (g) or (n) of the definition of Contractor Default, the Contractor fails to rectify the Contractor Default within the time period specified in the Termination Notice, the Authority may give notice stating that this Agreement will, subject to the terms of the Direct Agreement, terminate on the date falling [five (5)] Business Days after the date of receipt of such notice.

41.4.5  If the Contractor fails to implement any rectification programme in accordance with its terms, this Agreement will, subject to the terms of the Direct Agreement, terminate on the date falling [five (5)] Business Days after the date of notification by the Authority to the Contractor of such failure to implement the rectification programme in accordance with its terms.