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Docusign Envelope ID: F24ED3D0-D4D6-499A-9588-1246949365D1 <br />A ` II <br />,V410V I:(Al 11114111(V <br />A. Stop work under the Contract on the date, and to the extent specified, in the 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 Contract 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 Contractor under the orders and <br />subcontracts so terminated, in which case COMMERCE hasthe right, at its discretion,to settle or <br />pay any or all claims arising out of the termination of such orders and 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 Contract had been completed, would have <br />been required to be furnished to COMMERCE; <br />Complete performance of such partof the work as shall n othave 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 Contract, which is in the possession of the <br />Contractor and in which COMMERCE has or may acquire an interest. <br />20. TREATMENT OF ASSETS <br />Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property fumished <br />by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost <br />under this Contract, shall pass to and vest in COMMERCE upon delivery of such property by the <br />Contractor. Title to other property, the cost of which is reimbursable to the Contractor u nderth is Contract, <br />shall pass to and vest in COMMERCE upon (i) issuanceforuse of such property in the performance of this <br />Contract, or (ii) commencement of use of such property in the performance of this Contract, or (iii) <br />reimbursement of the cost thereof by COMMERCE in whole or in part, whicheverfirst occurs. <br />A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein or <br />approved by COMMERCE, be used only forthe performance of this Contract. <br />B. The Contractorshall be responsible forany loss ordamage to property of COMMERCE that results <br />from the negligence of the Contractoror which resultsfrom the failure on the part of the Contractor <br />to maintain and administerthat property in accordance with sound management practices. <br />C. If any COMMERCE property is lost, destroyed or damaged, the Contractorshall immediately notify <br />COMMERCE and shall take all reasonable steps to protectthe property from further damage. <br />D. The Contractorshall surrenderto COMMERCEall propertyof COMMERCE priorto settlement upon <br />completion, termination or cancellation of this Contract. <br />E. All referenceto the Contractor underthis clause shall also include Contractor's employees, agents <br />or Subcontractors. <br />21. WAIVER <br />Waiver of any default or breach shall not be deemed to be a waiver of any subsequent defaultor breach. <br />Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be <br />such in writing and signed by Authorized Representative of COMMERCE. <br />Page 11 of 15 <br />