English - Project Uday

7Clause 11. Impossibility of Performance. (a) The Consultantshall promptly notify the Client in writing of any situation or of the occurrence of any eventbeyond the control of the Consultant, including “force majeure,” 7 which makes it impossible orimpracticable for the Consultant to carry out its obligations.Clause 12.Ownership of Reports and Work Products. All reports orwork products, in any form, prepared by the Consultant in performing the Services shall be thesole and exclusive property of the Client, and may be made available to the general public at theClient’s sole discretion. The Consultant may take copies of such documents and data for usesrelated to the Services under conditions acceptable to the Client, but shall not use the same forany purpose unrelated to the Services without the prior written approval of the Client.Clause 13.Suspension. The Client may, by notice to the Consultant,suspend in whole or in part, the disbursement of funds if the Consultant shall have failed tocarry out any of its obligations under this Contract, or any condition has arisen which, in thereasonable opinion of the Client, interferes, or threatens to interfere, with the successfulcarrying out of the Services or the accomplishment of the purposes of this Contract.Clause 14.Termination. (a) The Client may terminate this Contract bynotice to the Consultant 14 calendar days after the Client has given notice to the Consultant ofsuspension of payments under this Contract. Upon the receipt or giving of any notice referredto in Clause 13, if the Consultant is not in default under this Contract and has partly orsubstantially performed its obligations under this Contract up to the date of termination, and hastaken immediate steps to bring the Services to a close in a prompt and orderly manner,Consultant shall be entitled to payment adjusted to reflect the reduction in the Servicesprovided.(b) The Client may at any time, at the option and within the sole discretion ofthe Client, terminate this Contract upon not less than 30 calendar days’ notice of its intention toterminate.(c)following events:(i)(ii)The Client may terminate this Contract, effective immediately, in theif the Loan Agreement has been terminated, orif the Client and/or ADB determines that the Consultant has engaged incorrupt, fraudulent, collusive or coercive practices, as defined in ADB’sGuidelines or there is a conflict of interest.(d) The Consultant may, by notice to the Client, terminate this Contract, ifpayments are not received within 60 calendar days after the due date pursuant to the PaymentSchedule specified in Appendix C, and such default has not been remedied within 30 calendar7“Force majeure” shall mean events beyond the control of either party, which prevent the affected party fromperforming and fulfilling its obligations under the Contract, and could not have been reasonably anticipated orforeseen, or although foreseen were inevitable, such as acts of war, whether or not war be declared, publicdisorders, insurrection, riots, sabotage, explosions, violent demonstrations, blockades and other civil disturbances,epidemics, nuclear contamination, landslides, earthquakes, typhoons, volcanic eruption floods, washouts and othernatural calamities and acts of God, strikes, lock-outs or other industrial action or equivalent disruption ordisturbances, boycotts and embargo or the effects thereof, and any other similar events.