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Docusign Envelope ID: F24ED3DO-D4D6-499A-9588-1246949365D1 <br />f <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 has the 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 h ad been completed, would have <br />been required to be furnished to COMMERCE; <br />F. Complete performanceof such partof thework as shall nothavebeen terminated bytheAuthorized <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 COMMERCEshall remain in COMMERCE.Title to all property furnished <br />by the Contractor, for the cost of which the Contractoris 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 nderthis Contrail <br />shall pass to and vest in COMMERCE upon (i) issuance foruse 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 />reimbursementof 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 for the performance of this Contract. <br />B. The Contractorshall be responsible for any loss or damage to property of COMMERCE that results <br />from the negligence of the Contractor or which results from 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 protect the property from further damage. <br />D. The Contractorshall surrenderto COMMERCEall property of COMMERCE priorto settlementupon <br />completion, termination or cancellation of this Contract. <br />E. All reference to 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 notbe deemed to be a waiverof any subsequentdefaultor breach. <br />Any waivershall 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 11of15 <br />