renewables platform proposal

Pira International Registered office: Cleeve Road, Leatherhead, Surrey, KT22 7RU, United Kingdom

Main line +44 (0) 1372 802000 Facsimile +44 (0) 1372 802249 (Registered number: 3858209) England (Limited liability)

This proposal is made subject to the conditions that it is confidential and may not be disclosed in whole or in part to others without the

written consent of Pira International

Pira Consulting Proposal Consulting Group

Renewable Packaging Materials Platform

Pira proposal reference: 06K17P0237

Prepared by Martin Kay

14 September 2006

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Table of contents

1. Overview ...............................................................1

2. Objectives..............................................................1

3 Level 1: Special Interest Group - Renewable Packaging..............................................................3

3.1 Introduction and context ........................................................... 3

3.2 Aims of SIG................................................................................ 3

3.3 Detailed project description ...................................................... 4

3.4 SIG Timing ................................................................................ 6

3.5 SIG organisation and steering committee................................. 7

3.6 Commercial conditions.............................................................. 7

4 Level 2: Sector analysis and road map/Biopack selector ................................................................. 8

4.1 Introduction and context ........................................................... 8

4.2 Aims.......................................................................................... 8

4.3 Detailed project description ...................................................... 8

4.4 Timing ..................................................................................... 11

4.5 Commercial conditions............................................................ 12

5 Level 3: Customised implementation project ....... 12

6 Acceptance Form................................................. 13

6.1 Level 1 - SIG............................................................................ 13

6.2 Level 2 – Sector analysis and road map/Biopack Selector (including Level 1 – SIG) ......................................................... 14

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1. Overview

Packaging made from renewable resources is forecast to grow (in sales) by over 100%, albeit from a relatively small base, over the next 5 years. Pace-setting companies are capturing consumer interest and establishing early market lead. Further market gains may be expected as consumer interest and impacts of legislation are amplified and articulated through retailers.

Building the brand through the successful implementation of a renewable packaging strategy is commercially compelling. However, making a shift from conventional oil-based to renewable packaging is potentially hazardous.

Last year, key stakeholders from the packaging and supply chain came together at two summit meetings held at the Ivy and Pira International. These meetings brought into sharp focus the need to cut through the jargon and academic theories so often associated with Sustainable Development, and to accelerate the uptake of the key technologies, materials, and approaches that will deliver a step change in environmental, economic and social performance.

As part of this development process, Pira International has launched its Renewable Packaging Materials Platform enabling companies to tap into the various ‘levels’ of knowledge resource needed to develop the potential of renewable packaging.

2. Objectives

The overall objectives of the Renewable Packaging Materials Platform are to:

• drive through the uptake of existing technologies, materials and approaches that have potential to improve the sustainability of packaging supply chains, and

• accelerate the development of emerging and disrupting technologies, new materials and approaches that promise further benefits.

These objectives will be achieved by:

• Establishing a Special Interest Group (SIG) with a remit to develop an overarching Network to source and organise all new knowledge, and with invited key speakers, frame this information through the SIG Network in order to stimulate innovation in renewable packaging (Level 1)

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• Undertake a Sector analysis and Road map. A detailed analysis and critique of the sector will be organised across three sub platforms, namely:

1 Materials sub platform – including capacity versus supply, materials and analysis, technology suppliers

2 Retail supply chain value analysis – including materials performance, primary pack performance and consumer preference

3 Waste management priorities including barriers and challenges, installed technology base and future scenarios (Level 2)

• Development of the Biopack selector – a unique packaging matrix to enable companies to select the best fitting material for their products (Level 2)

• Working with companies to implement the strategies on a company by company basis (Level 3).

The three ‘levels’ of participation are shown below:

Implementation

Sector Analysis &Biopack Selector

Special Interest Group

Level 3

Level 2

Level 1

Implementation

Sector Analysis &Biopack Selector

Special Interest Group

Level 3

Level 2

Level 1

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3 Level 1: Special Interest Group - Renewable Packaging

3.1 Introduction and context

Pira’s Special Interest Group (SIG) in Renewable Packaging forms an over-arching Network enabling access to knowledge on developments on renewable packaging and its potential.

Facilitating information flows for companies through a Network is a proven and well tested method of maintaining awareness and accessing the latest technological knowledge and breakthroughs. Further, it is increasingly recognised that a critical mass of collective players is needed if innovation is to be stimulated and real change to be achieved. Importantly, Networks need strong agenda’s with tangible deliverables that are delivered on time in order to bring value to participants.

SIG brings together a variety of organisations across supply chains who want to develop their renewable packaging strategy. With inputs/connections from intermediaries, including universities, research and technology organisations, the finance community and DTI’s Resource Efficiency Knowledge Transfer Network, mutually beneficial information will be shared enabling stimulation of innovation across the field.

SIG has a global remit and uses Pira’s international extensive contacts and resources to gain a balanced perspective across both major and emerging economies.

3.2 Aims of SIG

Networked information will be provided for organisations to agreed deliverables and timeframe.

The specific aims of SIG are to provide:

• mechanisms to access and organise information streams relating to Renewable Packaging

• businesses with the opportunity to meet and network with individuals and organisations in the UK and internationally

• a forum for a coherent industry voice to inform government policy making.

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3.3 Detailed project description

The SIG objectives for the 12 month period will be delivered through four main information streams. SIG is supported by a SIG Renewables Hotline enabling participants to call Pira experts to discuss and research their most pressing renewables questions.

1 Secondary research that draws together available published information will be collated to provide a Review global research in renewable packaging. Primary research will search out new R&D initiatives that have yet to reach the public domain. R&D institutes and universities will form the prime contacts. Study progress and findings will be reviewed at SIG meetings. Importantly, the key R&D areas that are needed for renewable packaging will be defined.

Deliverable – Comprehensive review of global research in renewable packaging

Timing – 12 months

2 Biopack News – fortnightly Pira publication that brings the latest intelligence and industry developments including legislation and regulatory changes, breakthroughs in technology and research and development.

Deliverable – PDF newsletter delivered by email every fortnight; access to online archive of all back issues, searchable online database of news stories, forward looking market data, industry polls and market analysis

Renewable Hotline (

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Timing – 26 issues over 12 months

3 Summarised information from parallel packaging groups, including the Sustainable Packaging Coalition in the USA and Japanese Packaging Society.

Deliverable – Summary information from key initiatives worldwide

Timing – summary updates provided at 4 month Network meetings

4 Access to waste management information and new thinking through the Resource Efficiency Knowledge Transfer Network1.

Deliverable – Knowledge warehouse on initiatives to improve resource efficiency

Timing – on-going, summary updates provided at 4 month Network meetings

5 Renewables Hotline – SIG partners are requested to call Pira consultants to discuss and research their most pressing renewables questions and steer the agenda for future SIG meetings.

Deliverable – on going and direct contact with Pira consultants together with support from expert information services.

Timing – on-going.

1 The Resource Efficiency Network is one of the DTI’s Knowledge Transfer Networks that was established to help UK Industry & Commerce minimise waste through the development and implementation of innovative techniques and processes.

Pira International - 06K17P0237


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3.4 SIG Timing

SIG will be delivered over a 12 month period through a series of interlinked Networked information streams.



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3.5 SIG organisation and steering committee

A Steering Committee, drawn from a material supplier, a brand owner, a retailer and a waste management will be convened to oversee progress and ensure that the SIG objectives are being met. The Steering Committee will agree the agenda and define each of the Network themes through email contact. The SIG deliverables will be coordinated by Martin Kay, Head of Paper and Research. Martin will be the main contact with the SIG Steering Committee. He will be assisted with the day to day running of SIG by Michael Sturges, Head of Strategic Consultancy. Doug Leatherdale, Head of Testing will take the lead in interpreting information on renewable materials performance packaging.

3.6 Commercial conditions

SIG Membership

Membership is available to all companies involved in packaging, retail and waste management. Membership is annual with payment expected at the start of the membership year. Membership will run from September 2006 to September 2007.

SIG Membership fees

The SIG Membership fee is £2500 + VAT payable on commencement of the membership year.

Note: SIG Membership fees are waived if clients chose to sponsor the Sector analysis and road map/Bioselector multiclient study

Steering CommitteeRetailer

Steering CommitteeBrand owner

Steering CommitteeMaterial supplier

Peter JonesWaste ManagementSteering Committee

Martin KayProject Director

Pira



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4 Level 2: Sector analysis and road map/Biopack selector

4.1 Introduction and context

How realistic is the suggestion of a ’quick switch’ to renewable packaging?

Significantly, four commercial challenges are recognised:

• Packaging specialists need further interpretation of the bewildering array of technical information on the green credentials of materials that is provided by well intended suppliers

• Renewable material sales are growing fast but from a small base creating potential supply and demand imbalances as packaging users convert from traditional formats

• Critical information on the fitness for purpose of renewable packaging materials in relation to the primary pack and retail pack performance is not available

• Routes to recover organic value of renewable packaging from waste streams are currently underdeveloped and immature.

Without this knowledge it is not possible to judge whether a packaging made from renewable resources will be fit for purpose.

4.2 Aims

The specific aims are to provide a:

• Detailed Sector analysis and road map organised across materials, retail supply chain and waste management sub platforms

• Biopack selector – a unique packaging materials matrix to enable companies to select the best fitting material for their products.

4.3 Detailed project description

The Sector analysis and Road map comprises a detailed analysis and critique of the sector organised across three sub platforms (shown in Figure 1), namely:

• Materials sub platform – including capacity versus supply, materials and analysis, technology suppliers Deliverable – Detailed analysis of materials sub platform report, including supply and demand models for different conversion and ‘What if’ scenario’s.



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Timing months 0 to 4

• Retail supply chain value analysis sub platform – including materials performance, primary pack performance and consumer preference providing an understanding of the pinch points which may hinder uptake of renewables Deliverable – Detailed Retail supply chain value analysis Timing months 5 to 8

• Waste management priorities sub platform - including barriers and challenges, installed technology base and future scenarios Deliverable - Detailed assessment of challenges faced to recover organic value from renewable packaging Timing months 9 to 12

The information and data generated will be presented in innovative, accessible and compelling formats, such as’ Pinchpoint’ matrices, graphs and diagrams to deliver clear, focused and new insight.

Biopack selector comprises a unique packaging materials matrix to enable companies to select the best fitting material for their products. Available data

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will be collated from a range of information sources, including the companies supplying the materials. Data will be organised into spreadsheets enabling comparison of essential properties (Figure 2).

Deliverable-a unique matrix to assess suitable materials for application

Timing - Months 3 to 9.

Figure 1: Sub platform and Biopack selector

Figure 2: Example Biopack selector for application with chocolate

MaterialsSub-Platform

Retail SupplyChain ValueAnalysis

LCA & WasteManagementPriorities

TechnologySuppliers

Materials& Analysis

Capacity vsSupply Scenarios

MaterialsPerformance

Primary PackPerformance

ConsumerPreference

FutureScenarios

Barriers &Challenges

InstalledTechnology

Base

MaterialsSub-Platform

Retail SupplyChain ValueAnalysis

LCA & WasteManagementPriorities

TechnologySuppliers

TechnologySuppliers

Materials& AnalysisMaterials

& AnalysisCapacity vs

Supply ScenariosCapacity vs

Supply Scenarios



Primary PackPerformancePrimary PackPerformance

ConsumerPreferenceConsumerPreference

FutureScenarios

FutureScenarios

Barriers &ChallengesBarriers &Challenges

InstalledTechnology

Base

InstalledTechnology

Base

BIOPACKSELECTOR

• Shared Knowledge• Peer Review• Consensus• Objective• Cost Effective

•Materials / pack•data

BIOPACKSELECTOR

• Shared Knowledge• Peer Review• Consensus• Objective• Cost Effective

•Materials / pack•data

Features



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4.4 Timing

The Sector analysis and road map/Biopack selector will be carried out in 4 interlinked phases over a 12 month period. Three progress meetings are scheduled to follow on directly after the SIG meetings.



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4.5 Commercial conditions

The fee for this project is £11,750 (+ VAT where applicable), which will be paid in two instalments of £5,875; 50% upon commission and the balance on completion.

5 Level 3: Customised implementation project For those companies ready to move forward with implementing their renewable strategies, Pira International can provide a full range of customised, client profit oriented and confidential consultancy services on an agreed basis. These include:

• Comprehensive materials and primary pack testing and pack design

• Pack prototyping and demonstration

• Assistance with full scale manufacture.



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6 Acceptance Form

6.1 Level 1 - SIG

To accept this proposal and enable us to begin work please sign in the space below. Fax back to Andy Rushforth on +44 (0) 1372 802249 (with your purchase order number). On acceptance of this proposal, its contents will become the Terms of Reference for the consultancy project.

Signed for and on behalf of Pira International

Name: .....................……..................................... Andy Rushforth

Date: .....................…….....................................

Signed for and on behalf of ……………………………… (Customer Name)

Name: .....................…….....................................

Date: .....................…….....................................

Project description: MULTI-CLIENT STUDY:

Renewable Packaging Materials Platform – Level 1 - SIG

Project Proposal – 14 September 2006

Fee: The fee for this project is £2,500 (+ VAT where applicable), which will be invoiced at the start of the programme.



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6.2 Level 2 – Sector analysis and road map/Biopack Selector (including Level 1 – SIG)

To accept this proposal and enable us to begin work please sign in the space below. Fax back to Andy Rushforth on +44 (0) 1372 802249 (with your purchase order number). On acceptance of this proposal, its contents will become the Terms of Reference for the consultancy project.

Signed for and on behalf of Pira International

Name: .....................……..................................... Andy Rushforth

Date: .....................…….....................................

Signed for and on behalf of (Customer Name)

Name: .....................…….....................................

Date: .....................…….....................................

Project description: MULTI-CLIENT STUDY: Renewable Packaging Materials Platform – Level 1 SIG and Level 2 Sector analysis and road map/Biopack selector

Project Proposal – 14 September 2006



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Fee: The fee for this project is £11,750 (+ VAT where applicable), which will be invoiced in two instalments of £5,875 - 50% upon commission and the balance on completion.

TERMS AND CONDITIONS OF CONTRACT

1. General(1) All contracts for the supply of goods and/or other services by Pira to any person, firm orcompany (the “Client”) shall be subject to these terms and conditions which shall apply to theexclusion of any terms and conditions of the Client whether in the order (for thegoods/services) or in any negotiation and supercedes any earlier terms and conditionsappearing in the name of Pira unless expressly agreed in writing by a duly authorisedrepresentative of Pira.(2) The headings in these terms and conditions are for convenience only and shall not affecttheir interpretation in these terms and conditions.(3) References to any statute, enactment, order, regulation or other similar instrument shall beconstrued as references to the statute, enactment, order, regulation or instrument as amendedby any subsequent statute, enactment, order, regulation or instrument or as contained in anysubsequent re-enactment, modification or statutory extension of any of the above.(4) No variation or amendment of these terms and conditions shall be made unless expresslyagreed in writing by a duly authorised representative of Pira.(5) Where Pira is asked by a Client to undertake research or make an investigation the resultswhereof are intended by the Client to be used as evidence in any arbitration or litigation fulldisclosure of all the relevant circumstances must be made by Pira prior to contract.2. Quotations(1) Pira shall sell and the Client shall purchase the goods/services in accordance with Pira’swritten quotation and subject to the terms and conditions.(2) Unless previously withdrawn, a quotation of Pira is open for a period of 30 days after thedate of the quotation. No quotation shall constitute an offer or tender but shall be deemed tobe an invitation to treat.(3) A contract shall be created only when Pira through a duly authorised representative hasaccepted in writing fax or e-mail an offer from the Client to purchase goods and/or to receiveservices (the “Project”) such acceptance shall thereupon create a contract to be governed bythese terms and conditions.(4) No employee, sub-contractor or agent of Pira has any authority to add to or vary theseterms and conditions or to make any representation or warranty unless such addition,variation, representation or warranty is in writing and signed by a duly authorisedrepresentative of Pira.(5) Any typographical, clerical or other error or omission in any sales literature, quotation, pricelist, acceptance of offer, invoice or other document or information issued by Pira to the Clientshall be subject to correction without any liability on the part of Pira.3. Prices(1) All prices are quoted exclusive of Value Added Tax which is to be paid by the Client whereapplicable.(2) Different prices may be quoted to members and non-members. If the Client’s membershiplapses for any reason then the price payable will be that applicable to a non-member withoutany apportionment in respect of the period of membership.(3) Pira reserves the right in its absolute discretion to increase the price if the Client requestsPira to vary, modify or amend the Project or if the Client delays in any process of review of theProject or in the event of any rise in the cost of materials, labour, services, interest rates orstatutory changes between the date of commencement of the Project and the date ofcompletion.4. Payment(1) Payment (including any applicable VAT and without set off or other deduction) shall bemade to Pira 30 days after the submission by Pira of the invoice to the Client. Payments shallbe made in the currency of Sterling. The time of payment of the price shall be of the essenceof these terms and conditions.(2) The Client shall pay interest to Pira on overdue accounts or so much thereof as shall beoverdue at the rate of 4% pa over Pira’s bank’s base rate from time to time in force until thedate of payment (whether before or after judgement) without limiting any other rights that Piramay have.5. Performance of the Project(1) Any time given for performance of the Project is intended as an estimate only. Any requestby the Client to vary, modify or amend the Project or any delay in any process of review of theProject with the Client may involve alteration of the estimated time for performance by Pira ofthe Project.(2) Pira shall not be liable in any circumstances for any damages or loss of any kindwhatsoever arising directly or indirectly out of delay or failure to deliver or complete the Project.(3) In the event that any goods supplied by Pira pursuant to the Project or any part thereof arefound to be defective owing to faulty workmanship or materials and not arising from the Client’sdefault, neglect or misuse, Pira will at its option, refund the price paid for or replace any goodsforming a whole or any part of the goods supplied provided that Pira is notified in writing within14 days of the discovery of any such defects and in any event not later than three months fromthe date of delivery and that such goods are returned carriage paid to such place as Pira shalldirect. If a valid claim in respective of any defective goods is not received by Pira within thisperiod, the client will have accepted the goods supplied unconditionally.6. Exclusion of Liability(1) The Client should carry out product, quality, health and safety tests and satisfy itself of theresults of such tests before putting any product on the market based on any results producedby Pira as a result of a Project.(2) Save as expressly set out in Clause 5(3) above, Pira shall not be under any liability to theClient whether in contract, tort or otherwise for any defect in, failure of or unsuitability of anygoods supplied or advice given or results produced pursuant to the Project or for anyconsequential loss (including loss of profit, use or goodwill or similar financial loss), damage,claim or any other liability (howsoever caused) arising out of or in the course of or inconnection with the Project, whether or not due to the negligence of Pira or its servants oragents. All conditions, warranties or other terms whether express or implied, statutory orotherwise, inconsistent with this clause are expressly excluded provided that where Section 2of the Unfair Contract Terms Act 1977 applies nothing herein contained shall exclude orrestrict any liability of Pira for death or personal injury resulting from the negligence of Pira orits servants or agents.(3) Pira shall not be liable to the Client or be deemed to be in breach of the terms andconditions by reason of any delay in performing, or any failure to perform, any of Pira’sobligations in relation to the goods or performance of a Project, by reason of any superveningevent beyond its control (including but not limited to was, national emergency, flood,earthquakes, strike or lock out, power failure or break down in machinery.(4) The Client shall indemnify and keep Pira indemnified from and against any and all lossdamage or liability (whether criminal or civil) suffered and legal fees and costs incurred by Piraresulting from: (a) a breach of the contract by the Client including any act neglect or default ofthe Client’s employees or agents; and (b) any claim made against Pira by any third partyarising out of or in the course of or in connection with the Project, whether in negligence orotherwise.7. RiskWhere Pira supplies any goods to the Client (whether or not the ultimate intention is that thegoods be returned to Pira) the risk in such goods will pass on delivery to the Client.8. Title(1) Notwithstanding delivery and passing of risk in any goods supplied by Pira to the Client,Pira shall remain the owner of the goods until the Client has paid in full all sums due to Pira.(2) Until ownership of the goods passes to the Client, the Client shall, while the goods remainon its premises or under its control, set them aside separately from other goods in itspossession and shall identify the goods as the property of Pira.(3) Until ownership of the goods passes to the Client, Pira shall be entitled to require the Clientto re-deliver the goods to Pira and the Client shall be bound to do so immediately upon suchrequirement being made.

(4) Until ownership of goods passes to the Client, Pira or any person nominated by it shall beentitled to enter onto the Client’s premises from time to time for the purpose of: (a) ensuringthat the Client has complied with this Clause; and (b) re-possessing the goods.(5) The Client shall not pledge or in any way charge by way of security for any indebtednessany of the goods which are the property of Pira. Without prejudice to the other rights of Pira, ifthe Client fails to do so all sums whatever owing by the Client to Pira shall forthwith becomedue and payable.(6) The Client shall insure and keep insured the goods to the full price against ‘all risks’ to thereasonable satisfaction of Pira until the date that property in the goods passes from Pira, andshall whenever requested by Pira produce a copy of the policy of insurance. Without prejudiceto the other rights of Pira, if the Customer fails to do so all sums whatever owing by the Clientto Pira shall forthwith become due and payable.9. ConfidentialityThe provisions of the Pira Code of Confidentiality (a copy of which has been supplied to theClient and forms part of the contract) shall apply to the performance by Pira of the Project.10. Inventions(1) Unless otherwise agreed in writing prior to contract any discovery or invention or design(the “Invention”) made, discovered or produced by Pira in the course of or arising out of theProject shall belong to Pira.(2) From time to time, Pira may request that the rights in any Invention be assigned to Pira andthe Client agrees to enter into such an assignment in the form provided to it by Pira, withoutcost to Pira.11. CopyrightUnless otherwise agreed in writing, copyright (other than a design right in respect of an originaldesign) in any plans, drawings, specification or other documents prepared by Pira inconnection with or in the course of the Project shall belong to Pira. A design right as referredto in the Copyright Designs and Patents Act 1988 shall be dealt with in accordance withClause 10 above.12. Client’s PropertyAlthough all reasonable precautions are taken, any information or equipment supplied by orbelonging to the Client will only be held at the risk of the Client, no liability being accepted byPira for loss, damage, destruction or disclosure thereof.13. Dangerous GoodsAny chemicals or other dangerous goods supplied to Pira for evaluation during the course of orin connection with a Project shall remain the property of the Customer and the Customer willbe responsible for safe disposal at the Customer’s expense. Pira will return the chemicals orother dangerous goods to the Customer upon completion of the evaluation or, at Pira’s option,at any time prior to such completion and will charge the cost of carriage plus a reasonablecharge by Pira for arranging carriage.14. SuspensionIn the event of the performance of any obligation accepted by Pira being prevented, delayed orin any way interfered with by either: (a) rules, regulations, requisitions or orders of theGovernment or Local Authority, war, riot, civil disturbance, strike, industrial action short of astrike, lock out, accident, fire or by any other cause beyond its control; or (b) shortage of labouror materials or non-delivery by Pira’s suppliers or damage to or destruction of the whole or partof any goods to be supplied, Pira may at its option suspend performance or cancel itsobligations under the contract without liability for any damage or loss of any kind whatsoeverresulting therefrom such suspension or cancellation being without prejudice to Pira’s right torecover all sums owing to it in respect of goods delivered at the date thereof.15. EmployeesDuring the continuation of the Project and for a period of 6 months after the completion thereofneither party shall without the prior written consent of the other directly or indirectly employ orengage any employee of the other or any person who has been an employee of the otherduring the period of 6 months prior to such employment or engagement and who has beenconcerned with or involved with the Project.16. Termination for BreachThe following obligations are conditions of the contract and any breach of them shall bedeemed a fundamental breach which shall entitle Pira to determine the contract immediatelyand the rights and liabilities of the parties shall thereafter be determined in accordance withClause 17 below: (a) default in payment by the Client of any sum within 14 days of the duedate; (b) where it appears that any research or investigatory work undertaken by Pira is to beused by the Client for the purpose of arbitration or litigation and full disclosure has not beenmade prior to contract; (c) failure on the part of the Client to comply with the terms of anynotice specifying a breach of the contract and requiring the breach to be remedied so far as itmay be but nothing in this Clause is intended to require Pira to serve notice of any breachbefore taking action in respect of it; or (d) if any distress or execution shall be levied upon anyof the Client’s assets or if the Client shall make or offer to make any arrangement orcomposition with creditors or commit any act of bankruptcy or if any petition or receiving orderin bankruptcy shall be presented or made against the Client or if any resolution or petition towind up the Client shall be passed or presented (otherwise than for the purpose of a bona fidereconstruction or amalgamation) or if a receiver, administrator or manager be appointed overany part of the Client’s undertaking or assets or the Client can not pay its debts.17. Termination ConsequencesIn the event of the contract being determined whether by performance of the Project breach orotherwise: (a) the Client shall immediately pay to Pira all sums due under the contract and allfurther sums which would but for the determination of the contract have fallen due uponperformance of the Project; and (b) either party shall be entitled to exercise any of the rightsand remedies given to it under the contract and the determination of the contract shall notaffect or prejudice such rights and remedies and each party shall be and remain liable toperform all outstanding liabilities under the contract notwithstanding that the other may haveexercised any of the rights and remedies against it.18. No Assignment Sub-Contracting or DelegationNeither party shall assign sub-contract or delegate any of its rights or duties under the contractwithout the consent in writing of the other (such consent not to be unreasonably withheld).19. IllegalityIf any term of the contract or any part thereof shall become or be declared illegal invalid orunenforceable for any reason whatsoever such term shall be divisible from the contract andshall be deemed to be deleted from the contract provided always that if such deletionsubstantially affects or alters the commercial basis of the contract the parties shall negotiate ingood faith to amend and modify the terms of the contract as may be necessary or desirable inthe circumstances.20. Proper LawThe contract shall be governed and construed in accordance with the laws of England and theClient agrees to submit to the exclusive jurisdiction of the English courts.21. ArbitrationIf at any time any question, dispute or difference whatsoever shall arise between the Client andPira upon, in relation to, or in connection with the contract, either may give the other notice inwriting of the existence of such question, dispute or difference and the same shall be referredto the arbitration of a person to be mutually agreed upon or failing agreement within 14 days ofreceipt of such notice, of some person appointed by the President of the Law Society for thetime being.According to the provisions of the Arbitration Act 1996 the decision of the arbitrator shall befinal and binding on all parties.22. NoticeA notice required or permitted to be given by either party to the other under this contract shallbe in writing addressed to the other party at its registered office, principal place of business orsuch other address as may at the relevant time have been notified pursuant to this provision tothe party giving the notice.23. WaiverNo waiver by Pira of any breach of the contract by the Client shall be considered as a waiver ofany subsequent breach of the same or any other provision.

renewables platform proposal

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