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such sum as HCA determines to be necessary to protect HCA against potential loss <br />or liability. <br />4.40.3 After receipt of notice of termination, and except as otherwise directed by HCA, <br />Contractor must: <br />4.40.3.1 Stop work under the Contract on the date of, and to the extent specified <br />in, the notice; <br />4.40.3.2 Place no further orders or subcontracts for materials, services, or facilities <br />except as may be necessary for completion of such portion of the work <br />under the Contract that is not terminated; <br />4.40.3.3 Assign to HCA, in the manner, at the times, and to the extent directed by <br />HCA, all the rights, title, and interest of the Contractor under the orders <br />and subcontracts so terminated; in which case HCA has the right, at its <br />discretion, to settle or pay any or all claims arising out of the termination <br />of such orders and subcontracts; <br />4.40.3.4 Settle all outstanding liabilities and all claims arising out of such <br />termination of orders and subcontracts, with the approval or ratification of <br />HCA to the extent HCA may require, which approval or ratification will be <br />final for all the purposes of this clause; <br />4.40.3.5 Transfer title to and deliver as directed by HCA any property required to <br />be furnished to HCA; <br />4.40.3.6 Complete performance of any part of the work that was not terminated by <br />HCA; and <br />4.40.3.7 Take such action as may be necessary, or as HCA may direct, for the <br />protection and preservation of the records related to this Contract that are <br />in the possession of the Contractor and in which HCA has or may acquire <br />an interest. <br />4.41 TREATMENT OF ASSETS <br />4.41.1 Ownership <br />HCA shall retain title to all property furnished by NCA to Contractor under this <br />contract. Title to all property furnished by the Contractor, for the cost of which the <br />Contractor is entitled to reimbursement as a direct item of cost under this contract, <br />excluding intellectual property provided by the Contractor, shall pass to and vest in <br />HCA upon delivery of such property by the Contractor. Title to other property, the <br />cost of which is reimbursable to the Contractor under this Contract, shall pass to <br />and vest in NCA upon (i) issuance for use of such property in the performance of <br />this Contract, (ii) commencement of use of such property in the performance of this <br />Contract, or (iii) reimbursement of the cost thereof by HCA, in whole or in part, <br />whichever occurs first. <br />Washington State 26 Description of Services <br />Health Care Authority HCA Contract #K5885 <br />