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<br />DocuSig n Envelope lD: 1 CE4460A-EE91'4 55C-9B89"A4E64C02FACB
<br />a a \r/sslllrlcj:oll !;ta[e
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<br />COMMERCE shall pay to the Contracior the agreecl upon price, if separately stated, for completed
<br />work anci services accepted by COMMERCE, and the anrount agreed upon by the Coniractor and
<br />COMMERCE for (i) conrpleted work and services for which no separate price is stated, (ii) partially
<br />cornpletecl work and services, (iii) other property or servlces that are accepted by COMMERCE, and
<br />(iv) the protection and preservation of property, unless the termination is for default, in whiclr case the
<br />Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree
<br />with such determination shall be a clisputo within the meaning of the "Disputes" clause of this coniract,
<br />COMMERCE may withlrold from any amounts due the Contractor such sttm as the Auihorized
<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 sfiall not be exclusive and are in
<br />addiiion to any other rights and remedies provided by law or under this contract,
<br />After receipt of a notice of termination, and except as othetwise directed by the Authorized
<br />Representative, the Contractor shall:
<br />A, Stop work under the contract on ihe clate, and to the extent specified, in ihe notice;
<br />B. Place no further orders or subcontracts for materials, services, or facilities except as may be
<br />necessary for completion of such portion of the work under the coniract that is not terntinated;
<br />C. Assign to COMMERCE, in the nranner, at the tinres, and to the exient directed by the
<br />AuthorizecJ Representalive, all of the righis, title, and interest of the Contractor ttncler the orders
<br />and sLrbcontracts so terrninated, in which case COMMERCE has the right, at its discretion, to
<br />settle or pay any or all clainrs arising out of the termination of such orders anci sLibcontracts;
<br />D. Settte all oirtstanding tiabilities and all claims arising out of such termination of orders and
<br />subcontracts, with the approval or ratification of the Authorized Representative lo the extent
<br />the Authorized Representative may reqLrire, \i/hich approval or ratification shall be final for all
<br />the purposes of ihis clause;
<br />E. Transfer title io COMMERCE and cie{iver in the manner, at the times, anclto the extent directed
<br />by the AuthorizecJ Representative any properly which, if the contract had been completed,
<br />woulcl have been required to be furnished to COMMERCE;
<br />F, Compiete performance of suclr part of the work as shall not have been lernrinated by the
<br />Authorized Representative; and
<br />G. Take such action as nray be necessary, or as the Authorized Representative may direct, for
<br />the protection and preservation of the property related to this contract, whiclt is in the
<br />possession of the Coniractor and in which COMMERCE has or nray acquire an interesi.
<br />20. TREATU_ENT OF ASSETg
<br />Title to all property furnislrecl by COMMERCE shall renrain in COMMERCE, Title to all property
<br />furnishecl by the Contractor, for the cost of which the Conlractor is entitled to be reimbursed as a
<br />direct itenr of cost under this contract, shall pass to ancl vest in COMMERCE upon delivery of sttclt
<br />property by the Conltactor, Title to other property, the cost of which is reimbursable to the Coniractor
<br />under this contract, slrall pass to and vest in COMMERCE upon (i) issuance for use of st-tclr property
<br />in tlre perfornrance of this contract, or (ii) conrmencement of use of such property in the performance
<br />of this contract, or (iii) reirnbursenrent of the cost thereof by COMMERCE in whole or in part,
<br />whichever first occurs.
<br />A. Any properly of COMMERCE furnislred to the Contractor shall, urrless otherwise providecl
<br />herein or approved by COMMERCE be used only for the performance of llris conlract.
<br />B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that
<br />results frcnr the negligelrce of the Contractor or wlriclr resttlts from the failure on the part of the
<br />Contractor to maintain and administer that property ilr accordance with sounci nranagement
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