10.2 Pearson will provide Institutions with a Licence Centre Guide, updated annually which provides practical support and information for UK Higher Education Institutions (“HEIs”) operating under licence from Pearson. 10.3 Pearson will produce an annual summary report of the IRRs which will be circulated to all HEIs operating under licence from Pearson. 11 TERMINATION: 11.1 Each party shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by notice to the other, if the other: 11.1.1 is in material or persistent breach of any of its obligations this Agreement and either that breach is incapable of remedy or that the other party has failed to remedy that breach within 30 days of receiving written notice requiring it to do so; or 11.1.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purpose of a solvent amalgamation or reconstruction), or had an administrator or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with the creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction. 11.2 Pearson have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by notice to the Institution if the Institution: 11.2.1 undergoes a change of control; or 11.2.2 sells all of its assets or is merged or reorganised in circumstances where it is not the surviving entity; or 11.2.3 ceases to possess Taught Degree Awarding Powers; or 11.2.4 fails to maintain appropriate quality assurance standards or fails to rectify any issues of concern legitimately raised by Pearson as referred to in clause 4.5 above. 11.3 Each party shall have the right to terminate this Agreement at any time without cause on twelve months’ written notice to the other. For the avoidance of doubt, if the Institution no
10.2 Pearson will provide Institutions with a Licence Centre Guide, updated annually which provides practical support and information for UK Higher Education Institutions (“HEIs”) operating under licence from Pearson. 10.3 Pearson will produce an annual summary report of the IRRs which will be circulated to all HEIs operating under licence from Pearson. 11 TERMINATION: 11.1 Each party shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by notice to the other, if the other: 11.1.1 is in material or persistent breach of any of its obligations this Agreement and either that breach is incapable of remedy or that the other party has failed to remedy that breach within 30 days of receiving written notice requiring it to do so; or 11.1.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purpose of a solvent amalgamation or reconstruction), or had an administrator or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with the creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction. 11.2 Pearson have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by notice to the Institution if the Institution: 11.2.1 undergoes a change of control; or 11.2.2 sells all of its assets or is merged or reorganised in circumstances where it is not the surviving entity; or 11.2.3 ceases to possess Taught Degree Awarding Powers; or 11.2.4 fails to maintain appropriate quality assurance standards or fails to rectify any issues of concern legitimately raised by Pearson as referred to in clause 4.5 above. 11.3 Each party shall have the right to terminate this Agreement at any time without cause on twelve months’ written notice to the other. For the avoidance of doubt, if the Institution no
university-higher-nationals-licence-agreement.docx