(a) The Risk or Reward Regime measures performance in the following areas:
(1) AOC underrun or overrun; and
(2) performance against the KRAs and Performance Modifiers, and may result in a Gainshare Amount payable by the Project Owner to the NOPs or a Painshare Amount payable by the NOPs to the Project Owner (if any and as the case may be) in accordance with this Schedule.
(b) This Schedule sets out the general principles as to the manner in which the Risk or Reward Regime is to operate. Further details and matters in respect of the Risk or Reward Regime are set out in the Project Proposal.
(c) The NOPs acknowledge and agree that:
(1) there will be no payment of any Gainshare Amount under this Agreement at any time unless the NOPs can demonstrate to the Project Owner (as appropriate) that any AOC underrun has been achieved by the NOPs by performing the Works in accordance with the Alliance Charter and otherwise in accordance with this Agreement and not as a result of an over-estimation of the cost of performing the Works when setting the TOC. In demonstrating the matters set out in this clause 4(c)(1) of this Schedule, the NOPs must submit a report to the Project Owner at each time that any Gainshare Amount is calculated to be payable under this Agreement which (as appropriate):
(A) details each of the cost savings which have achieved by the NOPs against the AOC;
(B) provides reasoning as to how the cost savings have been achieved by the NOPs and could not have otherwise been identified as part of the development of the TOC;
(C) provides evidence that the NOPs, in achieving the cost savings, performed the Works in accordance with the Alliance Charter and otherwise in accordance with this Agreement; and
(D) otherwise meets the requirements of the guidelines set out in the Project Proposal for demonstrating the matters set out in this clause 4(c)(1) of this Schedule; and
(2) any Gainshare Amount calculated under the AOC underrun or overrun component of the Risk or Reward Regime at any time will not be increased or any Painshare Amount will not be decreased (as the case may be) unless the Non-Participants can demonstrate to the Project Owner (as appropriate) that there has been Stretch Performance against the KRAs under this Agreement, and not simply MCOS Performance against the KRAs. In demonstrating the matters set out in this clause 4(c)(2) of this Schedule, the NOPs must submit a report to the Project Owner at each time that any Gainshare Amount or Painshare Amount is calculated to be payable under this Agreement which meets the requirements of the guidelines set out in the Project Proposal for demonstrating the matters set out in this clause 4(c)(2) of this Schedule;
(3) if the Participants are unable to demonstrate the matters set out in clause 4(c)(1) of this Schedule, then the Project Owner will be entitled to adjust the payment of any Gainshare Amount under this Agreement to reflect the principles set out in that clause; and
(4) if the Participants are unable to demonstrate the matters set out in clause 4(c)(2) of this Schedule, then the Project Owner will be entitled to adjust the payment of any Gainshare Amount or Painshare Amount (as the case may be) under this Agreement to reflect the principles set out in that clause.