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reasonable control of a Party.  However, the affected Party must promptly on the occurrence of such circumstances or events:


inform the other Party in writing of such circumstances or events and of what obligation or duty they have delayed or prevented being performed; and


take all action within its power to comply with the terms of the Contract as fully and promptly as possible.


Unless the affected Party takes such steps, Clause 23.7 shall not have the effect of absolving it from its obligations under this Contract.  For the avoidance of doubt, any actions or omissions of either Party’s personnel or any failures of either Party’s systems, procedures, premises or equipment shall not be deemed to be circumstances or events beyond the reasonable control of the relevant Party for the purposes of this Clause 23.8, unless the cause of failure was beyond reasonable control.


If the affected Party is delayed or prevented from performing its obligations and duties under the Contract for a continuous period of [three (3)] months, then either Party may terminate the Contract by notice in writing within such period as is reasonable in the circumstances (which shall be no shorter than [twenty eight (28) days]).


The termination shall not take effect at the end of the notice period if the affected Party is able to resume performance of its obligations and duties under the Contract within the period of notice specified in accordance with Clause 23.9, or if the other Party otherwise consents.  



Subject to Clauses 23.12 and 23.13, if any term of the Contract, other than a Mandatory Term, is held to be invalid, illegal or unenforceable by any court, tribunal or other competent authority, such term shall, to the extent required, be deemed to be deleted from the Contract and shall not affect the validity, lawfulness or enforceability of any other terms of the Contract.


If, in the reasonable opinion of either Party, the effect of such a deletion is to undermine the purpose of the Contract or materially prejudice the position of either Party, the Parties shall negotiate in good faith in order to agree a suitable alternative term to replace the deleted term or a suitable amendment to the Contract.


If the Parties are unable to reach agreement as to the suitable alternative term or amendment within a reasonable period of commencement of the negotiations, then the Parties may refer

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