Common use of Offset and Deduction Clause in Contracts

Offset and Deduction. The AOC may deduct from any payment upon termination: All payments previously made by the AOC for Services covered by Contractor’s final invoice. The amount of any claim that the AOC may have against Contractor in connection with this Agreement. Where Contractor is terminated for cause, in the event the AOC determines it must provide services to remedy the results of Contractor’s inadequately performed Services, the AOC may deduct, from any amounts owed Contractor hereunder, the AOC’s good faith estimate of the reasonable cost of replacing performance of such inadequately performed Services. Contractor will provide to the client or subsequent counsel at no cost copies of all relevant client files produced by Contractor in the course of its performance of Services including, without limitation, any motions or briefs. Contractor will provide these copies upon request by the client or upon appointment of subsequent counsel. The client or the subsequent counsel may use the materials in the client file at his or her discretion. All reports, records, files, documents, memoranda, schedules, recordings, information and other materials or data that the Contractor is required to create by the AOC or provide to the AOC pursuant to this Agreement (collectively, “Data”) are the sole property of the AOC without the payment of additional compensation to Contractor. Contractor shall provide the AOC with all Data within thirty (30) days of the AOC’s written request. However, nothing in this Section 13 is intended to create any right in any person or entity to any Data that is covered by the attorney work-product doctrine.