Provision Language
3. USE OF FUNDS; PROCUREMENT; PROJECT RECORDS
3.1 Use and Management of Funds. The Budget sets out the total funding to be provided by CEPI to each Partner for each Work Package. Each Partner shall use this funding only in accordance with the applicable Work Package and this Agreement unless otherwise agreed in writing by CEPI in advance, subject to any transfer of funds between cost categories as approved by the JMAG under Clause 2.4.6. Each Partner shall manage all funds provided to it hereunder for the Project (whether CEPI funds or funds provided by a third party) with financial controls and practices consistent with U.S. GAAP, IFRS or local GAAP, as applicable, and further in compliance with applicable laws and CEPI policies and procedures as described in Clause 12 of this Agreement.
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3.5 Payments. Payment to each Partner under this Agreement shall be made in U.S. dollars (US$) to each Partner’s bank account identified on the Agreement Summary or such other bank account as may otherwise be designated by such Partner in writing and agreed with CEPI, from time to time. CEPI shall make payments in tranches covering [***] periods as set out in the Budget, with each such payment intended to be made in advance of such [***] period. Each Partner shall be entitled to submit a payment request form to CEPI upon execution of this Agreement and thereafter at the same time as any relevant financial reporting. Tranches of funding for each payment request submitted under this Agreement in accordance with the Budget shall be paid by CEPI within [***] after receipt and approval by CEPI of all of the following: (i) the payment request from the applicable Partner, (ii) any Technical Report due from such Partner at the time of the payment request; and (iii) any Financial Report due from such Partner at the time of the payment request; each to be submitted and duly completed using templates provided by CEPI. Payments may be adjusted by CEPI to reflect any underspend as well as any interest earned on unutilized funds as noted in the Financial Report. In the event that money is not required by a Partner for the next [***] period, such Partner shall provide the reconciliation showing that [***].
3.6 Delayed Payments. CEPI may delay or condition a payment to a Partner if such Partner:
3.6.1 has not achieved a material milestone that it is required to achieve in accordance with the Work Package by the agreed time, unless such delay has been approved in writing by the JMAG in accordance with the Team Charter or otherwise by CEPI;
3.6.2 or any Sub-Contractors of such Partner are no longer in compliance with the representations and warranties in Clause 16 at the time the payment tranche is requested;
3.6.3 has not reasonably completed the payment request form or submitted reasonably satisfactory Technical Reports and Financial Reports;
3.6.4 in CEPI’s reasonable belief, is unable to meet its financial commitments when due or is otherwise not in reasonable financial standing; or
3.6.5 is subject to any Sanctions, or any payment under this Agreement would be in breach of any Sanctions.
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3.8 Hold on Payment During a Material Breach. CEPI is not obliged to pay any tranches of funding to a Partner for any Work Package for so long as that Partner is in material breach of this Agreement, unless such breach is cured within the cure period set forth in Clause 19.3.
3.9 Retained Final Payment. CEPI shall retain [***] of the payment tranche due to a Partner in respect of the final [***] of each Work Package and release it [***] after approving such Partner’s final Technical Report and Financial Report for the final Work Package in a particular Project. CEPI shall act reasonably and in good faith in approving each such final Technical Report and Financial Report and shall provide its approval, or raise any queries regarding, such reports within [***] after receiving them.