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<br /> Page 17 of 25 <br />25. Termination for Convenience <br />Except as otherwise provided in this Grant Agreement, COMMERCE may, by ten (10) business days <br />written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. <br />If this Grant Agreement is so terminated, COMMERCE shall be liable only for payment required under <br />the terms of this Grant Agreement for services rendered or goods delivered prior to the effective date <br />of termination. <br />26. Termination or Suspension for Loss or Reduction of Funding <br />Should there be any loss or suspension of federal funding that supports this Grant Agreement, the <br />Grant Agreement may be immediately suspended by COMMERCE upon notice to the GRANTEE. <br />Should federal funding that supports this Grant Agreement be terminated, t his Grant Agreement and <br />all obligations, including payment for work done under this Grant Agreement, will be terminated as of <br />the date of the termination of the federal funding. <br />Payment for any work done on the Grant Agreement prior to the loss of funding shall be done in <br />accordance with the requirements of the funding source. <br />27. Termination Procedures <br />Upon termination of this Grant Agreement, COMMERCE, in addition to any other rights provided in this <br />Grant Agreement, may require the GRANTEE to deliver to COMMERCE any property specifically <br />produced or acquired for the performance of such part of this Grant Agreement as has been terminated. <br />The provisions of the "Treatment of Assets" clause shall apply in such property transfer. <br />COMMERCE shall pay to the GRANTEE the agreed upon price, if separately stated, for completed <br />work and services accepted by COMMERCE, and the amount agreed upon by the GRANTEE and <br />COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially <br />completed work and services, (iii) other property or services that are accepted by COMMERCE, and <br />(iv) the protection and preservation of property, unless the termination is for default, in which case the <br />Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree <br />with such determination shall be a dispute within the meaning of the "Disputes" clause of this Grant <br />Agreement. COMMERCE may withhold from any amounts due the GRANTEE such sum as the <br />Authorized Representative determines to be necessary to protect COMMERCE against potential loss <br />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 Grant Agreement. <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 Agreement on the date, and to the extent specified, in the notice; <br />B. Place no further orders or subgrants and/or subcontracts for materials, services, or facilities except <br />as may be necessary for completion of such portion of the work under the Grant Agreement that is <br />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 subgrants <br />and/or subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to <br />settle or pay any or all claims arising out of the termination of such orders and subgrants and/or <br />subcontracts; <br />D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subgrants <br />and/or subcontracts, with the approval or ratification of the Authorized Representative to the extent <br />the Authorized Representative may require, which approval or ratification shall be final for all the <br />purposes of this clause; <br />Docusign Envelope ID: 12F0630C-CF27-4904-94CD-F83E8C6F2C10