23. Consequences of Termination and Break
23.1
Where the Contract is terminated under Condition 21 (Termination of the Contract), the following provisions shall apply: -
23.1.1 Any sum due or accruing from the Council to the Contractor may be withheld or reduced by such amount as the Council in either case considers reasonable and appropriate in the circumstances,
23.1.2 the Council may make all arrangements which are in its view necessary to procure the orderly completion of the Deliverables including the letting of another contract or contracts,
23.1.3 where the total costs reasonably and properly incurred by the Council by reason of such arrangements exceed the amount that would have been payable to the Contractor for the completion of the Deliverables, the excess shall, subject to any overall limitation of liability contained in Condition 27, be recoverable from the Contractor and the Council reserves the right to recover such excess by set-off against any amount withheld by the Council under Condition 20.1.1 or as otherwise provided for under Condition 32 (Recovery of Sums Due).
23.2
Without prejudice to Condition 23.1, where the Contract is terminated under Condition 21.1.4 or Condition 22 (Break), the Contractor shall have the right to claim from the Council reimbursement of all reasonable costs necessarily and properly incurred by him in relation to the orderly cessation of the Deliverables, including any commitments, liabilities or expenditure which are reasonably and properly incurred, and would otherwise represent an unavoidable loss by the Contractor by reason of the termination of the Contract. For the avoidance of doubt the Council will not indemnify the Contractor against loss of profit. The Council shall not in any case be liable to pay under the provisions of this Condition any sum which, when taken together with any sums paid or due or becoming due to the Contractor under the Contract, shall exceed the total Contract Price.
23.3
Where the Contract is terminated under Condition 21 (Termination of the Contract) or Condition 22 (Break), the Council may, during any notice period:-
23.3.1 direct the Contractor, where the Deliverables have not been commenced, to refrain from commencing such Deliverables or where the Deliverables have been commenced, to cease work immediately,
23.3.2 direct the Contractor to complete in accordance with the Contract all or any of the Deliverables, or any part or component thereof, which shall be paid at the agreed Contract Price or, where no agreement exists, a fair and reasonable price.
