Agreement CPWI Prevention Services

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In the event that the authority of HCA to perform any of its duties is withdrawn, reduced, or limited in any way after the commencement of this Agreement and prior to normal completion, HCA may immediately terminate this Agreement in whole or in part, by providing written notice to the Contractor. The termination will be effective on the date specified in the termination notice. HCA will be liable only for payment in accordance with the terms of this Agreement for services rendered prior to the effective date of termination . HCA agrees to notify Contractor of such withdrawal of authority at the earliest possible time. No penalty will accrue to HCA in the event the termination option in this section is exercised. This section must not so as to permit HCA to terminate this Agreement in order to acquire similar services from a third party. 4.42 TERMINATION PROCEDURES The following provisions must survive and be binding on the parties in the event the Agreement is terminated : 4.42.1 The Contract must cease to perform any services required by the Agreement as of the effective date of termination and must comply with all reasonable instructions contained in the notice of termination. 4.42.2 If requested by HCA within ten (10) business days of termination, the Contactor must, within a period not to exceed thirty (30) business days, deliver to HCA all HCA assets or property in its possession. If the Contractor does not return HCA property within thirty (30) business days of the Agreement termination , the Contractor will be charged with all reasonable costs of recovery, including transportation and attorney's fees . The Contractor must protect and preserve any property of HCA that is in the possession of the Contractor pending return to HCA. 4.42.3 HCA will be liable for and will pay for those services authorized and provided through the date of termination . HCA may pay an amount agreed to by the parties for partially completed work and services, if work products are useful to or useable by HCA. 4.42.4 If the Contracts Administrator terminates the Agreement for default, HCA may withhold a sum from the final payment to the Contractor that is reasonable and necessary to protect HCA against reasonably anticipated loss or liability. HCA must provide the Contractor with written notice of the amount withheld and the nature of the reasonable anticipated loss or liability. If it is later determined that the Contractor wan to in default, HCA must pay the amount withheld to the Contractor within ten (10) business days of determines that the Contractor was not in default. 4.43 WAIVER Washington State Health Care Authority Page 36 of 90 HCA Contract No . K3924