Common use of Damages and Withholding Clause in Contracts

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Xxxxxxx, and the State may withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. Xxxxxxx’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity.

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Xxxxxxx, and the State may withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and ContractorGrantee; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. Xxxxxxx’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §13.B 11 and the dispute resolution process in §15 13 shall have all remedies available at law and equity.

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee Contractor shall remain liable to the State for any damages sustained by the State in connection with any breach by XxxxxxxContractor, and the State may withhold payment to Grantee Contractor for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee Contractor is determined. The State may withhold any amount that may be due Grantee Contractor as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend XxxxxxxContractor’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee Contractor after the suspension of performance. Withhold Payment Withhold payment to Grantee Contractor until Grantee Contractor corrects its Work. Deny Payment Deny payment for Work not performed, or that due to GranteeContractor’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement Contract is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee Contractor shall, as approved by the State (i) secure that right to use such Work for the State and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. XxxxxxxContractor’s Remedies If the State is in breach of any provision of this Agreement Contract and does not cure such breach, GranteeContractor, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity.

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Xxxxxxx, and the State may withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. Xxxxxxx’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity. Dispute Resolution Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Grantee for resolution. Resolution of Controversies If the initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Grantee shall submit any alleged breach of this Agreement by the State to the Procurement Official of CEO as described in §24-101-301(30), C.R.S. for resolution following the same resolution of controversies process as described in §§00-000-000, 24-109-101.1, 24-109-101.5, 00-000-000, 00-000-000, 00-000-000 through 00-000-000, and 00-000-000 through 00-000-000, C.R.S., (the “Resolution Statutes”), except that if Grantee wishes to challenge any decision rendered by the Procurement Official, Xxxxxxx’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement.

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee Contractor shall remain liable to the State for any damages sustained by the State in connection with any breach by XxxxxxxContractor, and the State may withhold payment to Grantee Contractor for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee Contractor is determined. The State may withhold any amount that may be due Grantee Contractor as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend XxxxxxxContractor’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee Contractor after the suspension of performance. Withhold Payment Withhold payment to Grantee Contractor until Grantee Contractor corrects its Work. Deny Payment Deny payment for Work not performed, or that due to GranteeContractor’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement Contract is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee Contractor shall, as approved by the State (i) secure that right to use such Work for the State and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. XxxxxxxContractor’s Remedies If the State is in breach of any provision of this Agreement Contract and does not cure such breach, GranteeContractor, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity. Dispute Resolution Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Contract which cannot be resolved by the designated Contract representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Contractor for resolution. Resolution of Controversies If the initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of Department of Corrections for resolution in accordance with the provisions of §25-109-101.1 7and §25.109.101.5, 00-000-000, and 00-000-000 through 00-000-000 C.R.S., (the “Resolution Statutes”), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Contract.

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee Contractor shall remain liable to the State for any damages sustained by the State in connection with any breach by XxxxxxxContractor, and the State may withhold payment to Grantee Contractor for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee Contractor is determined. The State may withhold any amount that may be due Grantee Contractor as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend XxxxxxxContractor’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee Contractor after the suspension of performance. Withhold Payment Withhold payment to Grantee Contractor until Grantee Contractor corrects its Work. Deny Payment Deny payment for Work not performed, or that due to GranteeContractor’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal from the Work of any of GranteeContractor’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement Contract is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, infringes a patent, copyright, trademark, trade secret or other intellectual property right, Grantee Contractor shall, as approved by the State (ia) secure that right to use such Work for the State and or Contractor; (iib) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iiic) remove any infringing Work and refund the amount paid for such Work to the State. XxxxxxxContractor’s Remedies If the State is in breach of any provision of this Agreement Contract and does not cure such breach, GranteeContractor, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity.

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee Contractor shall remain liable to the State for any damages sustained by the State in connection with any breach by XxxxxxxContractor, and the State may withhold payment to Grantee Contractor for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee Contractor is determined. The State may withhold any amount that may be due Grantee Contractor as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend XxxxxxxContractor’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee Contractor after the suspension of performance. Withhold Payment Withhold payment to Grantee Contractor until Grantee Contractor corrects its Work. Deny Payment Deny payment for Work not performed, or that due to GranteeContractor’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement Contract is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee Contractor shall, as approved by the State (i) secure that right to use such Work for the State and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. XxxxxxxContractor’s Remedies If the State is in breach of any provision of this Agreement Contract and does not cure such breach, GranteeContractor, following the notice and cure period in §13.B 11 and the dispute resolution process in §15 13 shall have all remedies available at law and equity.

Damages and Withholding. Notwithstanding Despite any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Xxxxxxx, and the State may withhold payment the amount to Grantee for the purpose of mitigating estimated to be the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any reasonable amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of the Work pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of Grantee’s employees, agents, Subgrantees or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and ContractorGrantee; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. Xxxxxxx’s Remedies If the State is in breach of any provision of this Agreement and does not fails to cure such breach, Grantee, following the notice and cure period in §13.B and the dispute resolution process in §15 11, shall have all remedies available under this Agreement and at law and equity. Grantee may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. DISPUTE RESOLUTION CCIA Executive Director and Office of the State Controller State Agencies and Institutions of Higher Education shall not terminate or otherwise enforce Grant or Contract remedies without first seeking the guidance of the CCIA Executive Director and the Office of the State Controller. If the dispute is not resolved, then the parties shall proceed with the processes in Section 13. Initial Nonbinding Mediation All disputes concerning the performance, interpretation, application, or enforcement of this Agreement that cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Grantee for nonbinding mediation. Subsequent Nonbinding Mediation If the initial nonbinding mediation described in §13.A fails to resolve the dispute within 10 Business Days, all claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of this Agreement including but not limited to claims regarding breach, shall be referred to nonbinding mediation by such mediator as is agreed upon between the Parties. If the Parties fail to agree on a mediator within 15 calendar days of delivery of notice of the dispute, this mediation provision shall no longer apply. Resolution of Controversies If the initial nonbinding mediation described in §A. and 13.B fails to resolve the dispute within 10 Business Days, Grantee may submit any alleged Breach of Agreement by the State to the Procurement Official of the State Agency named on the Cover Pages of this Agreement as described in § 24-101-301(30), C.R.S. for resolution following the same resolution of controversies process as described in § 00-000-000, C.R.S., and § 24-109-101.1, C.R.S. through § 00-000-000, C.R.S. (the “Resolution Statutes”), except that if Xxxxxxx wishes to challenge any decision rendered by the Procurement Official, Xxxxxxx’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement.

Damages and Withholding. Notwithstanding Despite any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Xxxxxxx, and the State may withhold payment the amount to Grantee for the purpose of mitigating estimated to be the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any reasonable amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of the Work pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of Grantee’s employees, agents, Subgrantees or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and ContractorGrantee; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. Xxxxxxx’s Remedies If the State is in breach of any provision of this Agreement and does not fails to cure such breach, Grantee, following the notice and cure period in §13.B and the dispute resolution process in §15 11, shall have all remedies available under this Agreement and at law and equity. Grantee may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. DISPUTE RESOLUTION Initial Nonbinding Mediation All disputes concerning the performance, interpretation, application, or enforcement of this Agreement that cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Grantee for nonbinding mediation. Subsequent Nonbinding Mediation If the initial nonbinding mediation described in §13.A fails to resolve the dispute within 10 Business Days, all claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of this Agreement including but not limited to claims regarding breach, shall be referred to nonbinding mediation by such mediator as is agreed upon between the Parties. If the Parties fail to agree on a mediator within 15 calendar days of delivery of notice of the dispute, this mediation provision shall no longer apply. Resolution of Controversies If the initial nonbinding mediation described in §A. and 13.B fails to resolve the dispute within 10 Business Days, Grantee may submit any alleged Breach of Agreement by the State to the Procurement Official of the State Agency named on the Cover Pages of this Agreement as described in §24-101-301(30), C.R.S. for resolution following the same resolution of controversies process as described in §00-000-000, C.R.S., and §§24-109-101.1 through 00-000-000, C.R.S. (the “Resolution Statutes”), except that if Xxxxxxx wishes to challenge any decision rendered by the Procurement Official, Xxxxxxx’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement.

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee Contractor shall remain liable to the State or appropriate Purchasing Entity for any damages sustained by the State or Purchasing Entity in connection with any breach by XxxxxxxContractor, and the State Purchasing Entity may withhold payment to Grantee Contractor for the purpose of mitigating the StatePurchasing Entity’s damages until such time as the exact amount of damages due to the State from Grantee is determineddamages. The State A Purchasing Entity may withhold any amount that may be due Grantee Contractor as the State Purchasing Entity deems necessary to protect the State itself against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State Purchasing Entity in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend XxxxxxxContractor’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and neither the State nor any Purchasing Entity shall not be liable for costs incurred by Grantee Contractor after the suspension of performance. Withhold Payment Withhold payment to Grantee Contractor until Grantee Contractor corrects its Work. Deny Payment Deny payment for Work not performed, or that due to GranteeContractor’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement Contract is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee Contractor shall, at the option of and as approved by the State (ior Purchasing Entity(i) secure that right to use such Work for the State State, Purchasing Entity and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. Xxxxxxx’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equityPurchasing Entity.

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Xxxxxxx, and the State may withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal from the Work of any of Grantee’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, infringes a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (ia) secure that right to use such Work for the State and Contractoror Grantee; (iib) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iiic) remove any infringing Work and refund the amount paid for such Work to the State. Xxxxxxx’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity.

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee Contractor shall remain liable to the State for any damages sustained by the State in connection with any breach by XxxxxxxContractor, and the State may withhold payment to Grantee Contractor for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee Contractor is determined. The State may withhold any amount that may be due Grantee Contractor as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend XxxxxxxContractor’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee Contractor after the suspension of performance. Withhold Payment Withhold payment to Grantee Contractor until Grantee Contractor corrects its Work. Deny Payment Deny payment for Work not performed, or that due to GranteeContractor’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement Contract is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee Contractor shall, as approved by the State (i) secure that right to use such Work for the State and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. XxxxxxxContractor’s Remedies If the State is in breach of any provision of this Agreement Contract and does not cure such breach, GranteeContractor, following the notice and cure period in §13.B B. and the dispute resolution process in §15 15. shall have all remedies available at law and equity. Dispute Resolution Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Contract which cannot be resolved by the designated Contract representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Contractor for resolution. Resolution of Controversies If the initial resolution described in §A. fails to resolve the dispute within 10 Business Days, Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of Department of Corrections for resolution in accordance with the provisions of §25-109-101.1 7and §25.109.101.5, 00-000-000, and 00-000-000 through 00-000-000 C.R.S., (the “Resolution Statutes”), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Contract.

Damages and Withholding. Notwithstanding any other remedial action by the State, Grantee Contractor shall remain liable to the State for any damages sustained by the State in connection with any breach by Xxxxxxx, and the State may withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as coverContractor. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Suspend Performance Suspend XxxxxxxContractor’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement Contract is deemed by the State to be contrary to the public interest or the State’s best interest. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee Contractor shall, as approved by the State (i) secure that right to use such Work for the State and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. XxxxxxxContractor’s Remedies If the State is in breach of any provision of this Agreement Contract and does not cure such breach, GranteeContractor, following the notice and cure period in §13.B 11 and the dispute resolution process in §15 13 shall have all remedies available at law and equity. Dispute Resolution Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Contract which cannot be resolved by the designated Contract representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Contractor for resolution. Resolution of Controversies If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of the State Agency named on the Cover Page of this Contract as described in §24-101-301(30), C.R.S., for resolution in accordance with the provisions of §§00-000-000, and 24-109-101.1 through 00-000-000, C.R.S., (collectively, the “Resolution Statutes”), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations. NOTICES AND REPRESENTATIVES Each individual identified as a Principal Representative on the Cover Page for this Contract shall be the principal representative of the designating Party. All notices required or permitted to be given under this Contract shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party’s principal representative at the address set forth on the Cover Page for this Contract or (C) as an email with read receipt requested to the principal representative at the email address, if any, set forth on the Cover Page for this Contract. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s principal representative at the address set forth on the Cover Page for this Contract. Either Party may change its principal representative or principal representative contact information, or may designate specific other individuals to receive certain types of notices in addition to or in lieu of a principal representative by notice submitted in accordance with this section without a formal amendment to this Contract. Unless otherwise provided in this Contract, notices shall be effective upon delivery of the written notice.