7. TERMINATION OF AGREEMENT
7.1 Without prejudice to any other right remedy or power contained in this Agreement or otherwise available to the Client, this Agreement shall be immediately terminated by the Client upon giving notice to that effect to the Consultant if the Consultant:
(a) fails without good cause to proceed regularly and diligently with the Services;
(b) suspends without good cause the execution of the Services;
(c) refuses or neglects to comply with any reasonable instruction which the Client is empowered by this Agreement to give;
(d) shall otherwise be in breach of this Agreement;
(e) the Consultant ceases or threatens to cease to carry on business, or goes into administrative receivership, administration, liquidation, bankruptcy, voluntary arrangement or scheme of arrangement or other formal insolvency proceedings, or any formal reconstruction procedure,
PROVIDED THAT no such notice shall be given in respect of the circumstances set forth in aforementioned Clauses 7.1(a) to (d) inclusive unless and until the Client has previously given the Consultant not less than 7 days' notice in writing specifying the alleged breach and requiring the Consultant to remedy the same within such notice period and the Consultant shall have failed to do so.
7.2 This Agreement shall be immediately terminated by the Consultant upon giving notice to that effect to the Client if the Client:-
(a) fails without good cause to pay the Fee or any part thereof in accordance with the provisions of Clause 4.2 and Clause 5;
(b) requests the Consultant to do anything in breach of the laws of Thailand;
(c) shall otherwise be in breach of this Agreement,
PROVIDED THAT no such notice shall be given:-
(i) in respect of the circumstance set forth in aforementioned Clause 7.2(a), unless and until the Consultant has previously given the Client not less than 7 days' notice in writing demanding for payment of the Fee overdue within such notice period and the Client shall have failed to do so;
(ii) in respect of the circumstances set forth in aforementioned Clauses 7.2 (b) and (c) inclusive, unless and until the Consultant has previously given the Client not less than 7 days’ notice in writing specifying the alleged breach and requiring the Client to remedy the same within such notice period and the Client shall have failed to do so.
7.3 This Agreement shall be terminated by the Client by giving to the Consultant not less than 14 calendar days' written notice. The Client shall not be liable to pay any amounts to the Consultant in respect of the termination other than the payments stated in Clause 7.5 below.
7.4 If this Agreement is terminated by the Client in accordance with Clause 7.1 above, then the Client shall not be bound to make any further payment to the Consultant.
7.5 If this Agreement is terminated by the Consultant in accordance with Clause 7.2 or by the Client in accordance with Clause 7.3 above, the Client shall pay the Consultant any instalment of the Consultant's fee due and unpaid at the date of termination and, if the Consultant has prior to the date of the termination notice rendered Services belong to the next stage of works, a fair portion of the next instalment of the Consultant's fee which reflects the value of such Services. For the avoidance of doubt, the portion of next instalment of the Consultant’s fee shall be assessed and made payable in the following manner:
(a) The Consultant shall submit a report within 14 days from the date of termination of the Agreement to include the particulars, findings and recommendations of sites that form part of the study in the next stage and has been started and completed by the Consultant.
(b) The report shall be completed in accordance with Schedule Two. The Client shall confirm if the report is accepted in accordance with the terms and conditions of this Agreement PROVIDED THAT acceptance by the Client shall not be unreasonably withheld.
(c) Portion of fee payable to the Consultant shall be calculated in accordance with the following formula:
Fees Payable = Total amount of fees payable in the next stage under Schedule Four
x Number of sites included in the report submitted to the Client
Total number of sites included in the next stage
7.6 Any termination of this Agreement shall not prejudice or affect the accrued rights or claims of either Party.