Terminating the agreement

22. Our right to terminate, or reduce the scope of, the Agreement

22.1 Even though you are not in default, we can terminate this Agreement, or reduce its scope, at any time by giving you written notice.
22.2 If, under clause 22.1, we terminate this Agreement or reduce its scope, we are only liable to you for:

1. payments that were due to you before the date of   termination or reduction; and
2. reasonable costs you incur as a direct result of the   termination or reduction (but subject to clauses 22.4 and 22.5).

22.3 If we terminate or reduce the scope of this Agreement under clause 22.1, you must:

1. immediately stop carrying out your obligations under this Agreement (or, in the case of a reduction in scope, the obligations removed by the reduction); and
2. immediately do everything you can to lessen all losses, costs and expenses that you may suffer from the termination or reduction; and
3. repay the Funding or the relevant part of it as if we had given you a  notice to repay under clause 11.2.

22.4 We need only pay you the reasonable costs in clause 22.2(b) if you:

1. comply strictly with this clause 22; and
2. provide written evidence to satisfy us of the amounts claimed.

22.5 We are not liable to pay you compensation for any loss of profits or benefits that you would have received had the termination or reduction not occurred.

23. Our right to terminate for your default or financial circumstances

23.1 We can terminate this Agreement immediately by notice to you if any of the following occur:

1. you breach any of your obligations under this Agreement and we consider that the breach cannot be rectified;
2. you breach any of your obligations under this Agreement and you do not rectify the breach within 10 Business Days after we give you a notice to rectify it;
3. in relation to this Agreement or Activity, you breach a law of the Commonwealth, or of a State or Territory;
4. we consider that our decision to approve the Funding was affected by a statement in your application for Funding that was incorrect, incomplete, false or misleading;
5. you are unable to pay all of your debts as and when they fall due;
6. you have come under external administration, or have applied to come under external administration, or have received a notice requiring you to show cause why you should not come under external administration.  This includes any external administration referred to in:
   1. Chapter 5 of the Corporations Act 2001 (Cth), or equivalent provisions in State or Territory legislation concerning incorporated associations;
   2. Chapter 11 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth);
7. you have become bankrupt or entered into a scheme of arrangement with creditors.

23.2 If we terminate this Agreement under this clause 23, we can recover from you as a debt due to the Commonwealth any part of the Funding:

1.  
   1.  
      1. that we consider you have not spent in accordance with the Agreement; or
      2. that you have not legally committed for spending under the Agreement and that is not payable by you as a current liability by the time the notice is given.

23.3 This clause 23 does not affect our other rights under this Agreement, or otherwise at law.

24. Dispute Resolution

24.1 If a dispute or difference (called collectively a “dispute” in this clause 24, and in clauses 25 and 26) arises between you and us, both parties agree to deal with the dispute in the following way:

1. the party who claims that a dispute exists will give the other party a notice setting out the nature of the dispute;
2. the parties will then try to resolve the dispute by negotiation, within 20 Business Days from when the notice is given, and for that purpose may authorise persons to act for them;

24.2 If the dispute is not resolved within 20 Business Days from when the notice is given, a party may submit the dispute to a form of alternative dispute resolution (including mediation).
24.3 A party cannot start legal proceedings in relation to the dispute unless:

1. the negotiations fail to resolve the dispute within 20 Business Days of when the notice is given; or
2. where a party submits the dispute to alternative dispute resolution under clause 24.2 — the dispute is not resolved within 20 Business Days of that submission (or any extended time the parties have agreed in writing before the expiry of the 20 Business Days).

25. Exceptions to clause 24

25.1 A party does not need to follow the dispute resolution procedures set out in clause 24.2 if they are seeking urgent interlocutory³ relief from a court.
25.2 We need not follow the procedures set out in clause 24 in relation to actions we take under clauses 6-11 (which deal with Funding and the provision of financial security), 22 (Termination, or reduction in scope, where you are not in default)or 23 (Termination for your default or for your financial circumstances).

26. Obligation to perform despite dispute

Whether or not a dispute exists, each party must continue to perform its obligations under this Agreement.