Termination or reduction in scope of AgrTermination or reduction in scope of Agreement

#### Termination or reduction in scope of Agreement (1) We may, at any time, by giving written notice, terminate or reduce the scope of this Agreement without prejudice to the rights or obligations of any party accruing before the date of termination or reduction. If this Agreement is terminated, or its scope reduced, We will only be liable for: (a) subject to subclause (3), payments due under this Agreement before the date of termination; and (b) subject to subclauses (4) to (6), reasonable costs that You incur and that are directly attributable to the termination or reduction. (2) On receiving a notice, You must: (a) comply with the terms of the notice; and (b) immediately do everything possible to mitigate all losses, costs and expenses arising from the termination or reduction in scope of this Agreement; and (c) immediately return any funds to Us in accordance with paragraph (3)(b); and (d) deal with any such funds and assets as We direct in writing. (3) If We terminate this Agreement: (a) We will not be obliged to pay You any outstanding amounts of the funds except to the extent that those monies have been legally committed for expenditure and payable by You as a current liability (written evidence of which will be required) by the date the notice terminating this Agreement is deemed to be received; and (b) We will be entitled to recover from You any part of the funds which: (i) are not covered by paragraph (a); or (ii) have not, in Our opinion, been spent by You in accordance with the terms and conditions of this Agreement; and all such funds will, without prejudice to any other rights available to Us under this Agreement or at law or in equity, be regarded as a debt due to Us capable of being recovered as such in any court of competent jurisdiction. (4) If the scope of this Agreement is reduced, Our liability to pay any part of the funds will, in the absence of Agreement to the contrary, reduce proportionately to the reduction in the scope of this Agreement. (5) Our liability to pay any compensation under, or in relation to, this clause is subject to: (a) Your strict compliance with this clause; and (b) Your substantiation of any amount claimed under paragraph (3)(a). (6) We will not be liable to pay compensation for loss of prospective profits, or loss of any benefits, as a result of a termination or reduction in scope of this Agreement under this clause. (7) In this clause (and despite any other clause in this Agreement): > Us, We and Our means the Commonwealth. > You and Your means the funding recipient.