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parties. This clause does not apply to the provisions of the REVENUE SHARING section in this <br />Agreement. <br />TERMINATION <br />a. Termination for Convenience <br />Except as otherwise provided in this Agreement , either party may terminate this <br />Agreement by providing written notice of such termination to the other specifying the <br />effective date thereof, at least five (5) calendar days prior to such date. If this contract is <br />so terminated , the AOC shall be liable only for payment for work completed and <br />accepted prior to the effective date of termination . <br />b. Termination for Cause <br />If either party does not fulfill in a timely and proper manner its obligations under this <br />Agreement, or if either party violates any of these terms and conditions, the aggrieved <br />party will give the other party written notice of such failure or violation. The responsible <br />party will be given the opportunity to correct the violation or failure within 15 working <br />days . If failure or violation is not corrected , this Agreement may be terminated <br />immediately by written notice of the aggrieved party to the other party. <br />DISPUTES <br />In the event that a dispute arises under this Agreement, it shall be determined by a Dispute <br />Board in the following manner: Each party to this Agreement shall appoint one member to the <br />Dispute Board. The members so appointed shall jointly appoint an additional member to the <br />Dispute Board. The Dispute Board shall review the facts, agreement terms and applicable <br />statutes and rules and make a determination of the dispute. The determination of the Dispute <br />Board shall be final and binding on the parties hereto . <br />GOVERNANCE <br />This Agreement is entered into pursuant to and under the authority granted by the laws of the <br />state of Washington and any applicable federal laws . The provisions of this Agreement shall be <br />construed to conform to those laws. <br />In the event of an inconsistency in the terms of this Agreement, or between its terms and any <br />applicable statute or rule , the inconsistency shall be resolved by giving precedence in the <br />following order: <br />a . Applicable state and federal statutes and rules ; <br />b . Statement of work ; and <br />c. Any other provisions of the Agreement including materials incorporated by reference . <br />ASSIGNMENT <br />The work to be provided under this Agreement, and any claim arising thereunder, is not <br />assignable or delegable by either party in whole or in part, without the express prior written <br />consent of the other party , which consent shall not be unreasonably withheld . <br />SAVINGS <br />In the event funding from state , federal , or other sources is withdrawn , reduced , or limited in any <br />way after the effective date of this Agreement and prior to normal completion , the AOC may <br />terminate the Agreement under the "Termination for Convenience" clause, without the five day <br />notice requirement, subject to renegotiation under those new funding limitations and conditions . <br />AOC, at its discretion, may also elect to amend the Agreement to reflect a budget reduction <br />IAA19062 Page 4 of 5