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<br />17. Termination for Convenience
<br />Except as otherwise provided in this Grant, COMMERCE may, by ten ('10) business days written notice,
<br />beginning on the second day after the mailing, terminate this Grant, in whole or in part. lf this Grant is
<br />so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for
<br />services rendered or goods delivered prior to the effective date of termination.
<br />1 8. Termination Procedures
<br />Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this contract,
<br />may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for
<br />the performance of such part of this Grant as has been terminated. The provisions of the "Treatment of
<br />Assets" clause shall apply in such property transfer.
<br />COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work
<br />and services accepted by COMMERCE, and the amount agreed upon by the Grantee and COMMERCE
<br />for (i) completed work and services for which no separate price is stated, (ii) partially completed work
<br />and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection
<br />and preservation of property, unless the termination is for default, in which case the Authorized
<br />Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such
<br />determination shall be a dispute within the meaning of the "Disputes" clause of this contract.
<br />COMMERCE may withhold from any amounts due the Grantee such sum as the Authorized
<br />Representative determines to be necessary to protect COMMERCE against potential loss or liability.
<br />The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
<br />addition to any other rights and remedies provided by law or under this contract.
<br />After receipt of a notice of termination, and except as otherwise directed by the Authorized
<br />Representative, the Grantee shall:
<br />A. Stop work under the Grant on the date, and to the extent specified, in the notice;
<br />B. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as
<br />may be necessary for completion of such portion of the work under the Grant that is not terminated;
<br />C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
<br />Representative, all of the rights, title, and interest of the Grantee under the orders and
<br />subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its discretion,
<br />to settle or pay any or all claims arising out of the termination of such orders and
<br />subgrants/subcontracts;
<br />D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
<br />subcontracts, with the approval or ratification of the Authorized Representative to the extent the
<br />Authorized Representative may require, which approval or ratification shall be final for all the
<br />purposes of this clause;
<br />E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by
<br />the Authorized Representative any property which, if the Grant had been completed, would have
<br />been required to be furnished to COMMERCE;
<br />F. Complete performance of such part of the work as shall not have been terminated by the Authorized
<br />Representative; and
<br />G. Take such action as may be necessary, or as the Authorized Representative may direct, for the
<br />protection and preservation of the property related to this Grant, which is in the possession of the
<br />Grantee and in which the Authorized Representative has or may acquire an interest.
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