Provision Language
4. Project Funding and Work Package Streams
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4.2 Project Payments. Payments for the Project will be made in US dollars ($) to Awardee’s bank account identified on the Agreement Summary. CEPI will make payments in advance covering the planned activities for the subsequent six (6) month period beginning on the date specified in the Budget. The initial payment will additionally cover pre-award costs commencing on the Pre-Activities Start Date, as agreed between the Parties and included in the Budget.
4.3 Subsequent Tranches. CEPI will pay the initial tranche of funding within [***] of signature of this Agreement. All subsequent 6-month tranches will be paid by CEPI within [***] after receipt of all of the following: (i) a payment request by Awardee; and (ii) the required IPDP Report (Annex D) and Financial Reports (Annex F), adjusted appropriately for any underspend from any previous payments.
4.4 Payment when there is a Breach. CEPI is not obliged to pay any tranches of funding for any Work Package for so long as Awardee is in breach of a material obligation under this Agreement.
4.5 Delayed Payments. CEPI may delay or condition a payment if:
a. awardee has not achieved a milestone by the agreed time, unless such delay has been approved by the JMAG;
b. CEPI has been notified that awardee or any of its sub-awardees are no longer in compliance with the Warranties under Clause 20 at the time the tranche is requested; or
c. awardee has not completed the payment request form or submitted satisfactory IPDP reports and/or Financial Reports.
4.6 Funding of Additional Work Packages
a. CEPI shall have the first right subject to section 4.6 c., in its sole discretion, to provide further funding and other support for the further development, manufacture and deployment of the Product in Non-Traveler’s Market countries. Such activities would be negotiated in good faith and set out in an additional Work Package(s) with associated project budget for such additional Work Packages amending Annex C. Nothing in this Clause 4.6 confers any obligation on CEPI to fund additional Work Packages.
b. CEPI may decide not to proceed with any additional work package in accordance with clause 4.6 a. if it is not in the best interest of CEPI’s mission. If CEPI decides not to fund additional Work Packages, it will notify Awardee as soon as such a decision is made.
c. in the event that (a) awardee reasonably requires any third party funding for the development, manufacture or deployment of the Product in Non-Traveler’s Market countries; or (b) Awardee receives any offer or indication of interest from a third party, or identifies a call for proposal from a third party, to provide funding support for such development, manufacture or deployment, Awardee shall provide prompt written notice to CEPI, including a summary of the amount of funding required or offered and the terms (if any) offered by any potential third party funder (each a “Further Funding Notice“). CEPI shall provide written notice to Awardee that it does, or does not wish to provide such further funding within [***] of receipt by CEPI of a Further Funding Notice. After this period Awardee shall have the right to accept any third party funding support for the development, manufacture and deployment of the Product in Non Traveler’s Market countries provided CEPI (i) notifies Awardee that it does not wish to provide additional funding, or (ii) fails to provide Awardee with such notice within the [***] time period.
4.7 Retained Payment. CEPI will retain [***] of the final payment tranche until Awardee submits the final IPDP Report and Financial Report.
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4.9 The Awardee will:
a. use award payments only in accordance with the IPDP, agreed work package streams and project Budget, and for the period between the Pre-Activities Start Date and 30 June 2024 as set forth in the relevant section of Annex E;
b. provide a financial report to CEPI within [***] of the end of each six (6) month period during the Term of the Project, regarding its expenditures pursuant to the Project Budget, using the template provided in Annex F. In the first Financial Report Awardee will include details of its expenditures incurred in the period from the Pre-Activities Start Date until the date of the first Financial Report;
c. provide a separate final financial report for a work package within [***] after the completion of any Work Package; and
d. reimburse CEPI for any funding underspend.