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DocuSign Envelope ID:05EFDA32-4C8F-4F23-93BC-D19E217654E0 <br /> (a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by written notice with <br /> immediate effect pending COMPANY's decision on termination where COMPANY concludes it has <br /> grounds to terminate the CONTRACT for cause. Where suspending for cause, CONTRACTOR will <br /> not be entitled to any VARIATION or other compensation. <br /> (b) COMPANY may suspend the CONTRACT or reduce SCOPE for convenience at its own discretion <br /> with seven days' prior written notice. CONTRACTOR may seek a VARIATION if actions required by <br /> suspension impact the schedule or timing of SCOPE. <br /> (c) COMPANY may at any time withdraw by written notice all or part of a suspension, and <br /> CONTRACTOR will resume performance. <br /> 5 TERMINATION <br /> 5.1 Termination by COMPANY <br /> (a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by written notice with <br /> immediate effect if: <br /> (i) in connection with performance of the CONTRACT, CONTRACTOR breaches its own Business <br /> Principles, or if it has no equivalent principles, then Shell's Business Principles; <br /> (ii) any member of CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition <br /> laws,TRADE CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes <br /> COMPANY to be in violation of those laws <br /> (iii) any member of CONTRACTOR GROUP becomes a RESTRICTED PARTY; or <br /> (iv) CONTRACTOR is subject to an INSOLVENCY EVENT. <br /> (b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause where COMPANY determines <br /> CONTRACTOR materially breached a term or condition of the CONTRACT other than those set out <br /> in the preceding paragraph. COMPANY will first provide written notice which may require <br /> CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY <br /> determines the breach is not capable of timely remedy, or it is not subsequently remedied. <br /> (c) COMPANY may terminate the CONTRACT or reduce SCOPE for convenience at its own discretion <br /> with 30 days' prior written notice. <br /> 5.2 Termination by CONTRACTOR <br /> (a) CONTRACTOR may terminate the CONTRACT with prior written notice of at least 30 days when: <br /> (i) COMPANY fails to pay an undisputed amount to CONTRACTOR that is properly presented, due, <br /> and payable for more than 60 days; and (ii) COMPANY fails to cure or provide proper grounds for <br /> non-payment during the notice period. <br /> (b) CONTRACTOR's termination rights do not apply to non-payment in the case of COMPANY's valid <br /> exercise of set off rights. <br /> 5.3 CONTRACTOR Obligations on Termination <br /> Purchase Contract—GOODS and SERVICES <br /> Ver.2016a 12 <br />