Common use of Compensation After Termination Clause in Contracts

Compensation After Termination. 11.3.1 In the event of termination for the convenience of the Owner, the Designer shall be paid that portion of its fees and expenses that it has earned to the date of termination, plus five percent (5%) of its compensation for Basic Services earned to date or of its unearned compensation for Basic Services, whichever is less, less any costs or expenses incurred or anticipated to be unearned by the Owner due to errors or omissions of the Designer. 11.3.2 In the event of termination by reason of a material breach of the Agreement by the Owner, the Designer shall be entitled to the same compensation as it would have received had the Owner terminated the Agreement for convenience, and the Designer expressly agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. 11.3.3 In the event of termination by reason of a material breach of the Agreement by the Designer, the Designer shall be paid that portion of its fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the Owner due to errors or omissions of the Designer or by reason of the Designer's breach of this Agreement. 11.3.4 Should this Agreement be terminated, the Designer as provided under this Article 11, the Owner shall be granted, at no additional cost, ownership of all documents, drawings, and electronic data bases relating to the Project, including the ownership and use of all drawings, specifications, documents and materials relating to the Project prepared by or in the possession of the Designer. The Designer shall turn over to the Owner within seven (7) days and in good unaltered condition reproducibles of all original drawings, specifications, documents, electronic data bases and materials. In the event of such termination, and should the Owner use such drawings for completion of the Project, the Owner shall be responsible for any cost, expense, damage or claim arising out of the loss of life, personal injury or damage to tangible property occasioned wholly or in part by any act or omission by the Owner, its Contractor(s), agents or employees in connection with Owner's use of such drawings, plans, specifications, renderings, models and other work provided as part of Basic Services and Additional Services. The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the services of Designer's Consultants. The Owner agrees that the Designer may retain one set of drawings for its records. 11.3.5 Should this Agreement be terminated, the Owner shall, nevertheless, have the right to require the Designer and/or its Consultants to perform such additional effort as may be necessary to providing professionally certified and sealed drawings and to delivering to the Owner such certified and sealed drawings with respect to any phase or item of the project, for which effort the Designer shall be compensated in accordance with this Agreement.

Compensation After Termination. 11.3.1 12.3.1 In the event of termination for the convenience of the OwnerOWNER, the Designer DESIGNER shall be paid that portion of its fees and expenses that it has earned to the date of termination, plus five percent (5%) of its compensation Compensation for Basic Services earned to date or of its unearned compensation Compensation for Basic Services, whichever is less, less any costs or expenses incurred or anticipated to be unearned by the Owner OWNER due to errors or omissions of the DesignerDESIGNER. Upon receiving notice of termination, DESIGNER shall immediately and expeditiously terminate any ongoing Basic Services and Additional Services it is to provide hereunder and inform DESIGNER’s Consultants of the termination of this Agreement, so as to minimize the costs and expenses sustained prior to the effective date of the termination. 11.3.2 12.3.2 In the event of termination by reason of a material breach of the Agreement by the OwnerOWNER, the Designer DESIGNER shall be entitled to the same compensation as it would have received had the Owner OWNER terminated the Agreement for convenience, and the Designer DESIGNER expressly agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. 11.3.3 12.3.3 In the event of termination by reason of a material breach of the Agreement by the DesignerDESIGNER, the Designer DESIGNER shall be paid that portion of its fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the Owner OWNER due to errors or omissions of the Designer DESIGNER or by reason of the Designer's DESIGNER’s breach of this Agreement. 11.3.4 12.3.4 Should this Agreement be terminated, the Designer as provided under this Article 11for whatever reason, the Owner shall be grantedDESIGNER shall, at no additional cost, ownership of all documents, drawings, and electronic data bases relating to the Project, including the ownership and use of all drawings, specifications, documents and materials relating to the Project prepared by or in the possession request of the Designer. The Designer shall turn over to the Owner within seven (7) days and in good unaltered condition reproducibles of all original drawingsOWNER, specifications, documents, electronic data bases and materials. In the event of such termination, and should the Owner use such drawings for completion of the Project, the Owner shall be responsible for any cost, expense, damage or claim arising out of the loss of life, personal injury or damage to tangible property occasioned wholly or in part by any act or omission by the Owner, its Contractor(s), agents or employees in connection with Owner's use of such drawings, plans, specifications, renderings, models and other work provided as part of Basic Services and Additional Services. The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the services of Designer's Consultants. The Owner agrees that the Designer may retain one set of drawings for its records. 11.3.5 Should this Agreement be terminated, the Owner shall, nevertheless, have the right to require the Designer and/or its Consultants to perform expend such additional effort as may be necessary necessary, at its cost and expense, to providing provide professionally certified and sealed drawings and to delivering to the Owner such certified and sealed drawings OWNER, with respect to any phase Phase or item of the project. If the DESIGNER provides such certified and sealed drawings, for which effort the Designer DESIGNER shall be compensated in accordance with this Agreement.

Compensation After Termination. 11.3.1 In the event of termination for the convenience of the Owner, the Designer shall be paid that portion of its fees and expenses that it has earned to the date of termination, plus five percent (5%) of its compensation for Basic Services earned to date or of its unearned compensation for Basic Services, whichever is less, less any costs or expenses incurred or anticipated to be unearned by the Owner due to errors or omissions of the Designer. 11.3.2 In the event of termination by reason of a material breach of the Agreement by the Owner, the Designer shall be entitled to the same compensation as it would have received had the Owner terminated the Agreement for convenience, and the Designer expressly agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. 11.3.3 In the event of termination by reason of a material breach of the Agreement by the Designer, the Designer shall be paid that portion of its fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the Owner due to errors or omissions of the Designer or by reason of the Designer's breach of this Agreement. 11.3.4 Should this Agreement be terminated, the Designer as provided under this Article 11, the Owner shall be granted, at no additional cost, ownership of all documents, drawings, and electronic data bases relating to the Project, including the ownership and use of all drawings, specifications, documents and materials relating to the Project prepared by or in the possession of the Designer. The Designer shall turn over to the Owner within seven (7) days and in good unaltered condition reproducibles of all original drawings, specifications, documents, electronic data bases and materials. In the event of such termination, and should the Owner use such drawings for completion of the Project, the Owner shall be responsible for indemnify and hold the Designer harmless from and against any cost, expense, damage or claim arising out of the loss of life, personal injury or damage to tangible property occasioned wholly or in part by any act or omission by the Owner, its Contractor(s), agents or employees in connection with Owner's use of such drawings, plans, specifications, renderings, models and other work provided as part of Basic Services and Additional Services. The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the services of Designer's Consultants. The Owner agrees that the Designer may retain one set of drawings for its records. 11.3.5 Should this Agreement be terminated, the Owner shall, nevertheless, have the right to require the Designer and/or its Consultants to perform such additional effort as may be necessary to providing professionally certified and sealed drawings and to delivering to the Owner such certified and sealed drawings with respect to any phase or item of the project, for which effort the Designer shall be compensated in accordance with this Agreement.

Compensation After Termination. 11.3.1 12.3.1 In the event of termination for the convenience of the OwnerTOWN, the Designer FIRM shall be paid that portion of its fees and expenses that it has earned to the date of termination, plus five percent (5%) of its compensation for Basic Services earned to date or of its unearned compensation for Basic Services, whichever is less, termination less any costs or expenses incurred or anticipated to be unearned by the Owner TOWN due to errors or omissions of the DesignerFIRM. Upon receiving notice of termination, FIRM shall immediately and expeditiously terminate any ongoing Services and Additional Services it is to provide under any Task Order or amendment thereto and inform FIRM’s Consultants of the termination of this Agreement and/or Task Order, so as to minimize the costs and expenses sustained prior to the effective date of the termination. 11.3.2 12.3.2 In the event of termination by reason of a material breach of the Agreement by the OwnerTOWN, the Designer FIRM shall be entitled to the same compensation as it would have received had the Owner TOWN terminated the Agreement for convenience, and the Designer FIRM expressly agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. 11.3.3 12.3.3 In the event of termination by reason of a material breach of the Agreement by the DesignerFIRM, the Designer FIRM shall be paid that portion of its fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the Owner TOWN due to errors or omissions of the Designer FIRM or by reason of the Designer's FIRM’s breach of this Agreement. 11.3.4 12.3.4 Should this Agreement be terminated, the Designer as provided under this Article 11for whatever reason, the Owner shall be grantedFIRM shall, at no additional cost, ownership of all documents, drawings, and electronic data bases relating to the Project, including the ownership and use of all drawings, specifications, documents and materials relating to the Project prepared by or in the possession request of the Designer. The Designer shall turn over to the Owner within seven (7) days and in good unaltered condition reproducibles of all original drawingsTOWN, specifications, documents, electronic data bases and materials. In the event of such termination, and should the Owner use such drawings for completion of the Project, the Owner shall be responsible for any cost, expense, damage or claim arising out of the loss of life, personal injury or damage to tangible property occasioned wholly or in part by any act or omission by the Owner, its Contractor(s), agents or employees in connection with Owner's use of such drawings, plans, specifications, renderings, models and other work provided as part of Basic Services and Additional Services. The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the services of Designer's Consultants. The Owner agrees that the Designer may retain one set of drawings for its records. 11.3.5 Should this Agreement be terminated, the Owner shall, nevertheless, have the right to require the Designer and/or its Consultants to perform expend such additional effort as may be necessary necessary, at its cost and expense, to providing provide to the TOWN professionally certified and sealed drawings drawings, and to delivering to such other information and materials as may have been accumulated by the Owner such certified and sealed drawings with respect to any phase FIRM in the performance of this Agreement or item of the projectWritten Amendment, for which effort the Designer shall be compensated whether completed or in accordance with this Agreementprocess.

Compensation After Termination. 11.3.1 11.3.1. In the event of termination for the convenience of the Owner, the Designer Planning Firm shall be paid that portion of its fees and expenses that it has earned to the date of termination, plus five percent (5%) of its compensation for Basic Services earned to date or of its unearned compensation for Basic Services, whichever is less, less any costs or expenses incurred or anticipated to be unearned by the Owner due to errors or omissions of the Designer. 11.3.2 11.3.2. In the event of termination by reason of a material breach of the Agreement by the Owner, the Designer Planning Firm shall be entitled to the same compensation as it would have received had the Owner terminated the Agreement for convenience, and the Designer Planning Firm expressly agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. 11.3.3 11.3.3. In the event of termination by reason of a material breach of the Agreement by the DesignerPlanning Firm, the Designer Planning Firm shall be paid that portion of its fees and expenses that it has earned and not been paid through to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the Owner due to errors or omissions of the Designer Planning Firm or by reason of the Designer's Planning Firm’s breach of this Agreement. Any costs and expenses incurred by the Owner will not exceed the portion of fees and expenses earned by the Planning Firm that is has earned and not been paid. 11.3.4 11.3.4. Should this Agreement be terminated, the Designer Planning Firm as provided under this Article 11, the Owner shall be granted, at no additional cost, ownership of all materials, documents, drawings, and electronic data bases relating to the Project, including the ownership and use of all materials, drawings, specifications, documents and materials relating to the Project prepared by or in the possession of the DesignerPlanning Firm. The Designer Planning Firm shall turn over to the Owner within seven (7) days and in good unaltered condition reproducibles of all original materials, drawings, specifications, documents, electronic data bases and materials. In the event of such termination, and should the Owner use such drawings for completion of the Project, the Owner shall be responsible for any cost, expense, damage or claim arising out of the loss of life, personal injury or damage to tangible property occasioned wholly or in part by any act or omission by the Owner, its Contractor(s), agents or employees in connection with Owner's ’s use of such materials, drawings, plans, specifications, renderings, models and other work provided as part of Basic Services and Additional Services. The Designer Planning Firm specifically agrees to incorporate the provisions of this paragraph in all contracts for the services of Designer's Planning Firm’s Consultants. The Owner agrees that the Designer Planning Firm may retain one set of drawings materials for its records. 11.3.5 Should this Agreement be terminated, the Owner shall, nevertheless, have the right to require the Designer and/or its Consultants to perform such additional effort as may be necessary to providing professionally certified and sealed drawings and to delivering to the Owner such certified and sealed drawings with respect to any phase or item of the project, for which effort the Designer shall be compensated in accordance with this Agreement.