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<br /> <br /> <br />GRT22439 Page 4 of 6 <br />assigned or subcontracted (including to independent consultants) without the prior written <br />permission of AOC. <br />10. TERMINATION <br />A. Termination for Default <br />The AOC may, by written notice, terminate this contract, in whole or in part, for <br />failure of the Contractor to perform any of the obligations or provisions required by <br />the contract. In the event of default, the Contractor shall be liable for damages as <br />authorized by law, including but not limited to, any cost difference between the <br />original contract and the replacement or cover contract and all administrative costs <br />directly related to the replacement contract, e.g., cost of the competitive bidding, <br />mailing, advertising and staff time; Provided, that if (i) it is determined for any reason <br />the Contractor was not in default, or (ii) the Contractor’s failure to perform is without <br />Contractor’s and/or Subcontractor’s control, fault, or negligence, the termination <br />shall be deemed to be a Termination for Convenience. <br />B. Termination for Convenience <br />Except as otherwise provided in this contract, the AOC may terminate this contract <br />by providing written notice of such termination to the Contractor, specifying the <br />effective date thereof, at least five (5) calendar days prior to such date. If this <br />contract is so terminated, the AOC shall be liable only for payment for services <br />rendered prior to the effective date of termination. <br />11. DISPUTES <br />The Parties agree to attempt to resolve any dispute arising under this Agreement first by <br />elevating the matter to appropriate levels of management within each organization. <br />Grantee agrees that pending any decision, appeal or judgment on the settlement of any <br />dispute arising under this Agreement, Grantee shall proceed diligently with the <br />performance of this Agreement. <br />12. INDEMNIFICATION <br />The Contractor shall defend, protect, and hold harmless the state of Washington, the AOC, <br />or any employees thereof, from and against all claims, suits or actions arising from the <br />Contractor's acts which are libelous or slanderous, which result in injury to persons or <br />property, which violate a right of confidentiality, or which constitute an infringement of any <br />copyright, patent, trademark or trade name through use or reproduction of material of any <br />kind. <br />13. FORCE MAJEURE <br />Neither Contractor nor AOC shall be liable or responsible for delays or failures in <br />performance resulting from events beyond the reasonable control of such party and <br />without fault or negligence of such party. Such events shall include but not be limited to <br />strikes, lockouts, riots, acts of war, epidemics, pandemics, acts of government, fire, power <br />failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or