Sub-contracting

23.1  The Contractor shall not:

23.1.1  Sub-contract any of its obligations under this Agreement; or

23.1.2  terminate or materially amend a contract with, or change the identity, nature and scope of, any Key Sub-contractor;

without the Authority's prior written consent, which, subject to Clause 23.2, shall not be unreasonably withheld or delayed.

23.2  As at the Service Commencement Date the Authority has consented to the engagement of the Key Sub-contractors listed in Schedule C.3 (Notified Sub-contractors).

23.3  The Authority may withhold or delay its consent, or grant its consent subject to the inclusion of specified terms within the Sub-contract, only where it considers that:

23.3.1  the appointment of a proposed Sub-contractor may prejudice the provision of the Services or may be contrary to the interests of the Authority;

23.3.2  the proposed Sub-contractor is considered to be unreliable and/or has not provided reasonable services [to its other customers]; and/or

23.3.3  in its absolute discretion, the proposed Sub-contractor employs unfit persons.