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DocuSign Envelope ID: 3BC82C24-43B5-42CB-8235-88COED7DABO1 <br />l•'i.; �:i ��':;. C,� ..rye <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. If 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 />18. 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 />su bgrants/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. <br />Page 14 of 16 <br />