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Docusign Envelope lD: 1 2F0630C-CF27 -4904-94CD-F83EBCOF2C1 0 tDa vt li;i;' lt;l" ;?J:;"trrr Coriinrei'fe 25. Termination for Gonvenience Except as otherwise provided in this Grant Agreement, COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part' lf this Grant Agreement is so terminated, COMMERCE shall be liable only for payment reQuired under the terms of this Grant Agreement for services rendered or goods delivered prior to the effective date of termination. 26. Termination or Suspension for Loss or Reduction of Fundinq Should there be any loss or suspension of federal funding that supports this Grant Agreement, the Grant Agreement may be immediately suspended by COMMERCE upon notice to the GRANTEE' Should federat funding that supports this Grant Agreement be terminated, this Grant Agreement and all obligations, including payment for work done under this Grant Agreement' will be terminated as of the date of the termination of the federal funding' payment for any work done on the Grant Agreement prior to the loss of funding shall be done in accordance with the requirements of the funding source' 27. Termination Procedures Upon termination of this Grant Agreement, COMMERCE, in addition to any other rights provided in this Grant Agreement, may requirelne CnnrurEE to deliver to CoMMERCE any property specifically produced or acquired for the performance of such part of this Grant Agreement as has been terminated' The provisions of the "Treatment of Assets" clause shall apply in such property transfer. coMMERCE shall pay to the GRANTEE the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, ind the amount agreed upon by the GMNTEE and COMMERCE for (i) completedwork and services for which no separate price is stated, (ii) partially compteted work and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection and preservaiion of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE' Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Grant Agreement. COMMERCE may withhold from any amounts due the GRANTEE such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of CoMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Grant Agreement' After receipt of a notice of termination, and except as otherwise directed by the Authorized RePresentative, the GRANTEE shall: A. Stop work under the Grant Agreement on the date, and to the extent specified, in the notice; B. place no further orders or subgrants and/or subcontracts for materials, services, or facilities except as may be necessary for comfletion of such portion of the work under the Grant Agreement that is not terminated; C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized Repiesentative, alt of the rights, title, and interest of the GRANTEE under the orders and subgrants and/or subcontracts so teririnated, in which case CoMMERCE has the right, at its discretion, to setfle or pay any or all claims arising out of the termination of such orders and subgrants and/or subcontracts; D. Setfle all outstanding liabilities and all claims arising out of such termination of orders and subgrants and/or subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require, which approval or ratification shall be final for all the Purposes of this clause; Page 17 o'f 25