Common use of Remedies Not Involving Termination Clause in Contracts

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee shall promptly cease performance 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 under this provision. Withhold Payment Withhold payment to Grantee until corrections in Xxxxxxx’s performance are satisfactorily made and completed. Deny Payment Deny payment for those obligations not performed, that due to Grantee’s actions or inactions, cannot be performed or, if performed, would be of no value to the State; provided, that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. Removal Demand removal of any of Grantee’s employees, agents, or Subgrantees whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Xxxxx is deemed to be contrary to the public interest or not in the State’s best interest. Intellectual Property If Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Grant, Grantee shall, at the State’s option (a) obtain for the State or Grantee the right to use such products and services; (b) replace any Goods, Services, or other product involved with non-infringing products or modify them so that they become non-infringing; or, (c) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products and refund the price paid therefore to the State. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and title of Person Department Name Address   Town, State Zip Email Grantee: Name and Title of Person Department Name Address 1 Address 2 Town, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Xxxxxxx's obligations hereunder without the prior written consent of the State.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: additional remedies: a. Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of this Grant the Work, including Subcontractor Work, pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performance performing Work, including Subcontractor Work, and incurring costs in accordance with the State’s directive directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance under this provision. performance. b. Withhold Payment Withhold payment to Grantee until corrections in Xxxxxxx’s performance are satisfactorily made and completed. Grantee corrects its Work, including Subcontractor Work. c. Deny Payment Deny payment for those obligations Work, including Subcontractor Work, not performed, or that due to Grantee’s actions or inactions, cannot be performed or, or if performed, would be they were performed are reasonably of no value to the Statestate; provided, that any denial of payment shall be reasonably related equal to the value to the State of the obligations not performed. . d. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subgrantees Subcontractors from the Work, including Subcontractor Work, whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, unacceptable or whose continued relation to this Xxxxx Agreement is deemed by the State to be contrary to the public interest or not in the State’s best interest. . e. Intellectual Property If Grantee infringes on any Work, including Subcontractor Work, infringes, or if the State in its sole discretion determines that any Work, including Subcontractor Work, is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Grantright, Grantee shall, at the State’s option (a) obtain for as approved by the State or Grantee the (i) secure that right to use such products Work or Subcontractor Work for the State and servicesGrantee; (bii) replace any Goods, Services, the Work or other product involved Subcontractor Work with non-infringing products noninfringing Work or approved Subcontractor Work or modify them the Work or approved Subcontractor Work so that they become non-infringingit becomes noninfringing; or, (ciii) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, Work or products Subcontractor Work and refund the price amount paid therefore for such Work or Subcontractor Work to the State. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and title of Person Department Name Address   Town, State Zip Email Grantee: Name and Title of Person Department Name Address 1 Address 2 Town, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Xxxxxxx's obligations hereunder without the prior written consent of the State.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: additional remedies: a. Suspend Performance Suspend XxxxxxxContractor’s performance with respect to all or any portion of this Grant the Work pending necessary corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price/price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performance performing Work and incurring costs in accordance with the State’s directive directive, and neither the State nor any Purchasing Entity shall not be liable for costs incurred by Grantee Contractor after the suspension of performance under this provision. Withhold Payment Withhold payment to Grantee performance; however, Purchasing Entity is still liable for cost of Goods and Services provided up until corrections in Xxxxxxx’s performance are satisfactorily made and completed. Deny Payment Deny payment for those obligations not performed, that due to Grantee’s actions or inactions, cannot be performed or, if performed, would be date of no value to the State; provided, that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. suspension. b. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subgrantees Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, unacceptable or whose continued relation to this Xxxxx Participating Addendum is deemed by the State to be contrary to the public interest or not in the State’s best interest. . c. Intellectual Property If Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Grant, Grantee Contractor shall, at the State’s option (a) obtain for indemnify and defend the State against any third-party claim alleging that a Contractor-developed or Grantee manufactured product or Service directly infringes a United States patent or copyright (“Infringement Claim”), and Contractor shall pay all damages finally awarded against the State by a court of competent jurisdiction for an Infringement Claim, and at its option: (i) secure that right to use such products Work for the State, Purchasing Entity and servicesContractor; (ii) replace the Work with non infringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and grant the State a reo-rated refund any amounts pre-paid for the infringing product if it is a software product, or a credit if the product is equipment Contractor’s duties under this section are conditioned upon (a) the State promptly notifying Contractor in writing of the Infringement Claim; (b) replace any GoodsContractor having primary control over the defense of the suit and all negotiations for its settlement or compromise, Services, or other product involved with non-infringing products or modify them so that they become non-infringing; or, and (c) the State cooperating with Contactor and if neither requested by Contractor, providing reasonable assistance in the defense of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products and refund the price paid therefore to Infringement Claim. This Section provides the State. NOTICES ’s sole and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Partyexclusive remedy and Contactor’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and title of Person Department Name Address   Town, State Zip Email Grantee: Name and Title of Person Department Name Address 1 Address 2 Town, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee entire liability in the performance event of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Xxxxxxx's obligations hereunder without the prior written consent of the Statean Infringement Claim.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee shall promptly cease performance 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 under this provision. Withhold Payment Withhold payment to Grantee until corrections in Xxxxxxx’s performance are satisfactorily made and completed. Deny Payment Deny payment for those obligations not performed, that due to Grantee’s actions or inactions, cannot be performed or, if performed, would be of no value to the State; provided, that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. Removal Demand removal of any of Grantee’s employees, agents, or Subgrantees whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Xxxxx is deemed to be contrary to the public interest or not in the State’s best interest. Intellectual Property If Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Grant, Grantee shall, at the State’s option (a) obtain for the State or Grantee the right to use such products and services; (b) replace any Goods, Services, or other product involved with non-infringing products or modify them so that they become non-infringing; or, (c) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products and refund the price paid therefore to the State. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and title of Person and/or Title Department Name Address   Address Town, State Zip Email Grantee: Name and Title of Person Name Department Name Address 1 Address 2 TownAddress Address City, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Xxxxxxx's obligations hereunder without the prior written consent of the State.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: additional remedies: a. Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of this Grant the Work, including Subcontractor Work, pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performance performing Work, including Subcontractor Work, and incurring costs in accordance with the State’s directive directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance under this provision. performance. b. Withhold Payment Withhold payment to Grantee until corrections in Xxxxxxx’s performance are satisfactorily made and completed. Grantee corrects its Work, including Subcontractor Work. c. Deny Payment Deny payment for those obligations Work, including Subcontractor Work, not performed, or that due to Grantee’s actions or inactions, cannot be performed or, or if performed, would be they were performed are reasonably of no value to the Statestate; provided, that any denial of payment shall be reasonably related equal to the value to the State of the obligations not performed. . d. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subgrantees Subcontractors from the Work, including Subcontractor Work, whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, unacceptable or whose continued relation to this Xxxxx Agreement is deemed by the State to be contrary to the public interest or not in the State’s best interest. . e. Intellectual Property If Grantee infringes on any Work, including Subcontractor Work, infringes, or if the State in its sole discretion determines that any Work, including Subcontractor Work, is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Grantright, Grantee shall, at the State’s option (a) obtain for as approved by the State or Grantee the (i) secure that right to use such products Work or Subcontractor Work for the State and servicesGrantee; (bii) replace any Goods, Services, the Work or other product involved Subcontractor Work with non-infringing products noninfringing Work or approved Subcontractor Work or modify them the Work or approved Subcontractor Work so that they become non-infringingit becomes noninfringing; or, (ciii) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, Work or products Subcontractor Work and refund the price amount paid therefore for such Work to the State. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and title of Person Department Name Address   Town, State Zip Email Grantee: Name and Title of Person Department Name Address 1 Address 2 Town, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Xxxxxxx's obligations hereunder without the prior written consent of the State.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to itadditional remedies: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of this Grant the Work pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performance performing Work and incurring costs in accordance with the State’s directive directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance under this provisionperformance. Withhold Payment Withhold payment to Grantee until corrections in Xxxxxxx’s performance are satisfactorily made and completedGrantee corrects its Work. Deny Payment Deny payment for those obligations Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or, or if performed, would be they were performed are reasonably of no value to the Statestate; provided, that any denial of payment shall be reasonably related equal to the value to the State of the obligations not performed. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subgrantees Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, unacceptable or whose continued relation to this Xxxxx Agreement is deemed by the State to be contrary to the public interest or not in the State’s best interest. Intellectual Property If Grantee infringes on 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 while performing its obligations under this Grantright, Grantee shall, at the State’s option (a) obtain for as approved by the State or Grantee the (i) secure that right to use such products Work for the State and servicesContractor; (bii) replace any Goods, Services, or other product involved the Work with non-infringing products noninfringing Work or modify them the Work so that they become non-infringingit becomes noninfringing; or, (ciii) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products Work and refund the price amount paid therefore for such Work to the State. NOTICES and REPRESENTATIVES Each individual identified below Xxxxxxx’s Remedies If the State is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and title of Person Department Name Address   Town, State Zip Email Grantee: Name and Title of Person Department Name Address 1 Address 2 Town, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product breach of any typeprovision of this Agreement and does not cure such breach, including draftsGrantee, prepared by Grantee following the notice and cure period in §11 and the performance of its obligations under this Grant dispute resolution process in §13 shall be the exclusive property of the State and, have all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, remedies available at law and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Xxxxxxx's obligations hereunder without the prior written consent of the Stateequity.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee shall promptly cease performance 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 under this provision. Withhold Payment Withhold payment to Grantee until corrections in Xxxxxxx’s performance are satisfactorily made and completed. Deny Payment Deny payment for those obligations not performed, that due to Grantee’s actions or inactions, cannot be performed or, if performed, would be of no value to the State; provided, that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. Removal Demand removal of any of Grantee’s employees, agents, or Subgrantees whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Xxxxx is deemed to be contrary to the public interest or not in the State’s best interest. Intellectual Property If Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Grant, Grantee shall, at the State’s option (a) obtain for the State or Grantee the right to use such products and services; (b) replace any Goods, Services, or other product involved with non-infringing products or modify them so that they become non-infringing; or, (c) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products and refund the price paid therefore to the State. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and title of Person Department Name Address   Town, State Zip Email Grantee: Name and Title of Person Department Name Address 1 Address 2 Town, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Xxxxxxx's obligations hereunder without the prior written consent of the State.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: additional remedies: a. Suspend Performance Suspend XxxxxxxContractor’s performance with respect to all or any portion of this Grant the Work pending necessary corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price/price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performance performing Work and incurring costs in accordance with the State’s directive directive, and neither the State nor any Purchasing Entity shall not be liable for costs incurred by Grantee Contractor after the suspension of performance under this provision. Withhold Payment Withhold payment to Grantee until corrections in Xxxxxxx’s performance are satisfactorily made and completed. Deny Payment Deny payment for those obligations not performed, that due to Grantee’s actions or inactions, cannot be performed or, if performed, would be of no value to the State; provided, that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. performance. b. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subgrantees Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, unacceptable or whose continued relation to this Xxxxx Participating Addendum is deemed by the State to be contrary to the public interest or not in the State’s best interest. ; provided that such removal is directly related to Contractor’s employees, agents or Subcontractors performance of the Work under this Participating Addendum. c. Intellectual Property If Grantee infringes on any Work infringes, or if the Parties reasonably determine that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Grantof a third party, Grantee Contractor shall, at the State’s its option either (ai) obtain for the State or Grantee secure the right to use such products Work for the State, Purchasing Entity and servicesContractor; (bii) replace any Goods, Services, or other product involved the Work with non-infringing products noninfringing Work or modify them the Work so that they become non-infringingit becomes noninfringing; or, (ciii) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products Work and refund the price paid therefore to the State. NOTICES and REPRESENTATIVES Each individual identified below is Purchasing Entity and/or State (A) any amounts prepaid to Contractor for the principal representative Services portion of the designating Party. All notices required infringing Work relating to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at future periods after the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to date the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and title of Person Department Name Address   Town, State Zip Email Grantee: Name and Title of Person Department Name Address 1 Address 2 Town, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property infringing Services portion of the State andWork is removed, all Work Product shall be delivered and/or (B) any amounts paid to Contractor for the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Xxxxxxx's obligations hereunder without the prior written consent Goods portion of the Stateinfringing Work, less the depreciation in value of such Goods as of the date the infringing Goods portion of the Work is removed.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to itadditional remedies: Suspend Performance Suspend XxxxxxxContractor’s performance with respect to all or any portion of this Grant the Work pending necessary corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price/price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performance performing Work and incurring costs in accordance with the State’s directive directive, and the State shall not be liable for costs incurred by Grantee Contractor after the suspension of performance under this provisionperformance. Withhold Payment Withhold payment to Grantee Contractor until corrections in Xxxxxxx’s performance are satisfactorily made and completedContractor corrects its Work. Deny Payment Deny payment for those obligations Work not performed, or that due to GranteeContractor’s actions or inactions, cannot be performed or, or if performed, would be they were performed are reasonably of no value to the Statestate; provided, that any denial of payment shall be reasonably related equal to the value to the State of the obligations not performed. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subgrantees Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, unacceptable or whose continued relation to this Xxxxx Contract is deemed by the State to be contrary to the public interest or not in the State’s best interest. Intellectual Property If Grantee infringes on 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 while performing its obligations under this Grantright, Grantee Contractor shall, at the State’s option (a) obtain for as approved by the State or Grantee the (i) secure that right to use such products Work for the State and servicesContractor; (bii) replace any Goods, Services, or other product involved the Work with non-infringing products noninfringing Work or modify them the Work so that they become non-infringingit becomes noninfringing; or, (ciii) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products Work and refund the price amount paid therefore for such Work to the State. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and title of Person Department Name Address   Town, State Zip Email Grantee: Name and Title of Person Department Name Address 1 Address 2 Town, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Xxxxxxx's obligations hereunder without the prior written consent of the State.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to itadditional remedies: Suspend Performance Suspend Xxxxxxx’s performance with respect to all or any portion of this Grant the Work pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performance performing Work and incurring costs in accordance with the State’s directive directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance under this provisionperformance. Withhold Payment Withhold payment to Grantee until corrections in Xxxxxxx’s performance are satisfactorily made and completedGrantee corrects its Work. Deny Payment Deny payment for those obligations Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or, or if performed, would be they were performed are reasonably of no value to the Statestate; provided, that any denial of payment shall be reasonably related equal to the value to the State of the obligations not performed. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subgrantees Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, unacceptable or whose continued relation to this Xxxxx Agreement is deemed by the State to be contrary to the public interest or not in the State’s best interest. Intellectual Property If Grantee infringes on 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 while performing its obligations under this Grantright, Grantee shall, at the State’s option (a) obtain for as approved by the State or Grantee the (i) secure that right to use such products Work for the State and servicesGrantee; (bii) replace any Goods, Services, or other product involved the Work with non-infringing products noninfringing Work or modify them the Work so that they become non-infringingit becomes noninfringing; or, (ciii) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products Work and refund the price amount paid therefore for such Work to the State. NOTICES Collection of Unallowable Costs (2CFR 200.410) Payments made for costs determined to be unallowable by either the awarding Federal agency, cognizant agency for indirect costs, or pass-through entity must be refunded with interest to the Federal Government. Unless directed by Federal statute or regulation, repayments must be made in accordance with the instructions provided by the Federal agency or pass-through entity that made the allowability determination. See §§ 200.300 through 200.309, and REPRESENTATIVES §200.346. 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 §11 and the dispute resolution process in §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 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 §13.A13.A fails to resolve the dispute within ten Business Days, Grantee shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency named on the Cover Page 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, 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. Notices and Representatives Each individual identified below is as a Principal Representative on the Cover Page for this Agreement shall be the principal representative of the designating Party. All notices required or permitted to be given hereunder under this Agreement shall be in writing, and shall be delivered (A) by hand delivered with receipt required or sent required, (B) by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail below or (C) as an email with read receipt requested to the e-mail addressesprincipal representative at the email address, if any, set forth belowon the Cover Page for this Agreement. 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 Agreement. Either Party may from time change its principal representative or principal representative contact information, or may designate specific other individuals to time designate receive certain types of notices in addition to or in lieu of a principal representative, by written notice substitute addresses or persons submitted in accordance with this section without a formal amendment to whom such notices shall be sentthis Agreement. Unless otherwise provided hereinin this Agreement, all notices shall be effective upon receiptdelivery of the written notice. State: Name and title of Person Department Name Address   Town, State Zip Email Grantee: Name and Title of Person Department Name Address 1 Address 2 Town, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Rights in Work Product of and Other Information Work Product Copyrights To the extent that the Work Product (or any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property portion of the State andWork Product) would not be considered works made for hire under applicable law, Grantee hereby assigns to the State, the entire right, title, and interest in and to copyrights in all Work Product shall be delivered and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Grantee cannot make any of the assignments required by this section, Grantee hereby grants to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall includea perpetual, but not be limited toirrevocable, the right royalty-free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and prepare create derivative works. Grantee shall not use, willingly allow, cause or permit such works of the Work Product to be used for and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any purpose other than format now known or invented in the performance of Xxxxxxx's obligations hereunder without the prior written consent of the Statefuture. The State may assign and license its rights under this license.