Common use of Rights and Obligations Upon Termination Clause in Contracts

Rights and Obligations Upon Termination. (a) If the State terminates this Contract for any reason, the Contractor must: (i) stop all work as specified in the notice of termination; (ii) take any action that may be necessary, or that the State may direct, to preserve and protect Deliverable(s) or other State property in the Contractor's possession; (iii) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, or employee of the State; (iv) transfer title in and deliver to the State, unless otherwise directed, all Deliverable(s) intended to be transferred to the State at the termination of the Contract (which will be provided to the State on an "As-Is" basis except to the extent the State compensated the Contractor for warranty services related to the materials); (v) to the maximum practical extent, take any action to mitigate and limit potential damages, including terminating or limiting subcontracts and outstanding orders for materials and supplies; and (vi) take all appropriate action to secure and maintain State information confidentially in accordance with Section 2.11, Confidentiality. (b) If the State terminates this Contract under Section 2.16.3, Termination for Convenience, the State must pay the Contractor all charges due for Deliverable(s) provided before the date of termination and, if applicable, as a separate item of payment, for work-in-progress, based on a percentage of completion determined by the State. All completed or partially completed Deliverable(s) prepared by the Contractor, at the option of the State, become the State's property, and the Contractor is entitled to receive equitable compensation for those Deliverable(s). Regardless of the basis for the termination, the State is not obligated to pay or otherwise compensate the Contractor for any lost expected future profits, costs, or expenses incurred with respect to Deliverable(s) not actually completed. (c) If the State terminates this Contract for any reason, the State may assume, at its option, any subcontracts and agreements for Deliverable(s), and may pursue completion of the Deliverable(s) by replacement contract or as the State deems expedient.

Rights and Obligations Upon Termination. (a) If the State terminates this Contract for any reason, the Contractor must: (i) stop all work as specified in the notice of termination; (ii) take any action that may be necessary, or that the State may direct, to preserve and protect Deliverable(s) or other State property in the Contractor's possession; (iii) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, or employee of the State; (iv) transfer title in and deliver to the State, unless otherwise directed, all Deliverable(s) intended to be transferred to the State at the termination of the Contract (which will be provided to the State on an "As-Is" basis except to the extent the State compensated the Contractor for warranty services related to the materials); (v) to the maximum practical extent, take any action to mitigate and limit potential damages, including terminating or limiting subcontracts and outstanding orders for materials and supplies; and (vi) take all appropriate action to secure and maintain State information confidentially in accordance with Section 2.11, Confidentiality. (b) If the State terminates this Contract under Section 2.16.3, Termination for Convenience, the State must pay the Contractor all charges due for Deliverable(s) provided before the date of termination and, if applicable, as a separate item of payment, for work-in-in- progress, based on a percentage of completion determined by the State. All completed or partially completed Deliverable(s) prepared by the Contractor, at the option of the State, become the State's property, and the Contractor is entitled to receive equitable compensation for those Deliverable(s). Regardless of the basis for the termination, the State is not obligated to pay or otherwise compensate the Contractor for any lost expected future profits, costs, or expenses incurred with respect to Deliverable(s) not actually completed. (c) If the State terminates this Contract for any reason, the State may assume, at its option, any subcontracts and agreements for Deliverable(s), and may pursue completion of the Deliverable(s) by replacement contract or as the State deems expedient.

Rights and Obligations Upon Termination. (a) If the State terminates this Contract is terminated by the Office for any reason, the Contractor mustshall: (i1) stop all work as specified in the notice of termination;, (ii2) take any action that may be necessary, or that the State Office may direct, to preserve for preservation and protect Deliverable(s) protection of Deliverables or other State property derived or resulting from this Contract that may be in the Contractor's possession;, (iii3) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, agent or employee of the State;Office, (iv4) transfer title in in, and deliver to to, the StateOffice, unless otherwise directed, all Deliverable(s) intended Developed Material and a perpetual license to be transferred to all Core Software Deliverables resulting from the State at the termination of the Contract (which will be provided to the State on an "As-Is" basis except to the extent the State compensated the Contractor for warranty services related to the materials); (v) to the maximum practical extent, take any action to mitigate and limit potential damages, including terminating or limiting subcontracts and outstanding orders for materials and suppliesContract; and (vi) take all appropriate action to secure and maintain State information confidentially in accordance with Section 2.11, Confidentiality. (b) If In the State event the Office terminates this Contract under Section 2.16.3for its own convenience, Termination for Conveniencepursuant to section 17.3, the State must pay the Contractor all charges due for Deliverable(s) provided before the date of termination and, if applicable, as a separate item of payment, for work-in-progress, based shall be entitled to receive compensation equitably adjusted to reflect those Services that are terminated on a percentage of completion determined by basis, including materials and labor, based on the State. All completed or partially completed Deliverable(s) prepared by the Contractor, hourly rates for hours documented at the option applicable rate on Exhibit 2-B, but which may not exceed the Firm Price in section 10 as modified by approved Change Orders, when combined with all amounts paid to the date of the State, become the State's property, and the Contractor is entitled to receive equitable compensation for those Deliverable(s)termination. Regardless of the basis for the termination, the State Office is not obligated to pay pay, or otherwise compensate compensate, the Contractor for any lost expected future profits, costs, costs or expenses incurred with respect to Deliverable(s) Services not actually completedperformed for the State. (c) If any such termination by the Office is for cause, the Office shall have the right to set-off against any amounts due the Contractor the amount of any damages for which the Contractor is liable to the State terminates under this Contract for any reasonor pursuant to law or equity. d) Upon a good faith termination, the State may Office shall have the right to assume, at its option, any and all subcontracts and agreements for Deliverable(s)services and materials provided under this Contract, and may further pursue completion of the Deliverable(s) Services under this Contract by replacement contract or otherwise as the State deems Office may in its sole judgment deem expedient. e) The Office may, upon termination or expiration of the contract, purchase any assets used by the Contractor in performance of the contract, at their depreciated value, or if not depreciated, then Office retains the right to negotiate to purchase such assets at an agreed-upon cost, not to exceed the price offered in any state term contract.

Rights and Obligations Upon Termination. (a) If the State Westwood terminates this Contract for any reason, the Contractor must: (i) stop all work as specified in the notice of termination; (ii) take any action that may be necessary, or that the State Westwood may direct, to preserve and protect Deliverable(sdeliverable(s) or other State Westwood property in the Contractor's possession; (iii) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, or employee of the StateWestwood; (iv) transfer title in and deliver to the StateWestwood, unless otherwise directed, all Deliverable(sdeliverable(s) intended to be transferred to the State Westwood at the termination of the Contract (which will be provided to the State Westwood on an "As-Is" basis except to the extent the State Westwood compensated the Contractor for warranty services related to the materials); (v) to the maximum practical extent, take any action to mitigate and limit potential damages, including terminating or limiting subcontracts and outstanding orders for materials and supplies; and (vi) take all appropriate action to secure and maintain State Westwood information confidentially in accordance with Section 2.11, Confidentialityconfidentially. (b) If the State Westwood terminates this Contract under Section 2.16.311.6, Termination for Convenience, the State Xxxxxxxx must pay the Contractor all charges due for Deliverable(sdeliverable(s) provided before the date of termination and, if applicable, as a separate item of payment, for work-in-progress, based on a percentage of completion determined by the State. Xxxxxxxx All completed or partially completed Deliverable(sdeliverable(s) prepared by the Contractor, at the option of the StateWestwood, become the StateWestwood's property, and the Contractor is entitled to receive equitable compensation for those Deliverable(sdeliverable(s). Regardless of the basis for the termination, the State Westwood is not obligated to pay or otherwise compensate the Contractor for any lost expected future profits, costs, or expenses incurred with respect to Deliverable(sdeliverable(s) not actually completed. (c) If the State Westwood terminates this Contract contract for any reason, the State Westwood may assume, at its option, any subcontracts and agreements for Deliverable(sdeliverable(s), and may pursue completion of the Deliverable(sdeliverable(s) by replacement contract or as the State Westwood deems expedient.

Rights and Obligations Upon Termination. (a) If the State Xxxxx XXXX terminates this Contract for any reason, the Contractor must: (i) stop all work as specified in the notice of termination;; DocuSign Envelope ID: FEA8B815-462E-4754-80C1-C99A6B04C0F3 (ii) take any action that may be necessary, or that the State Xxxxx XXXX may direct, to preserve and protect Deliverable(sdeliverable(s) or other State Xxxxx XXXX property in the Contractor's possession; (iii) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, or employee of the StateXxxxx XXXX; (iv) transfer title in and deliver to the StateXxxxx XXXX, unless otherwise directed, all Deliverable(sdeliverable(s) intended to be transferred to the State Xxxxx XXXX at the termination of the Contract (which will be provided to the State Xxxxx XXXX on an "As-Is" basis except to the extent the State Xxxxx XXXX compensated the Contractor for warranty services related to the materials); (v) to the maximum practical extent, take any action to mitigate and limit potential damages, including terminating or limiting subcontracts and outstanding orders for materials and supplies; and (vi) take all appropriate action to secure and maintain State Xxxxx XXXX information confidentially in accordance with Section 2.11, Confidentialityconfidentially. (b) If the State Xxxxx XXXX terminates this Contract under Section 2.16.311.6, Termination for Convenience, the State Xxxxx XXXX must pay the Contractor all charges due for Deliverable(sdeliverable(s) provided before the date of termination and, if applicable, as a separate item of payment, for work-in-progress, based on a percentage of completion determined by the State. Xxxxx XXXX All completed or partially completed Deliverable(sdeliverable(s) prepared by the Contractor, at the option of the StateXxxxx XXXX, become the State's Xxxxx XXXX'x property, and the Contractor is entitled to receive equitable compensation for those Deliverable(sdeliverable(s). Regardless of the basis for the termination, the State Xxxxx XXXX is not obligated to pay or otherwise compensate the Contractor for any lost expected future profits, costs, or expenses incurred with respect to Deliverable(sdeliverable(s) not actually completed. (c) If the State Xxxxx XXXX terminates this Contract contract for any reason, the State Xxxxx XXXX may assume, at its option, any subcontracts and agreements for Deliverable(sdeliverable(s), and may pursue completion of the Deliverable(sdeliverable(s) by replacement contract or as the State deems Xxxxx XXXX xxxxx expedient.

Rights and Obligations Upon Termination. (a) If the State terminates this Contract for any reason, the Contractor must: (i) stop all work as specified in the notice of termination; (ii) take any action that may be necessary, or that the State may direct, to preserve and protect Deliverable(s) or other State property in the Contractor's possession; (iii) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, or employee of the State; (iv) transfer title in and deliver to the State, unless otherwise directed, all Deliverable(s) intended to be transferred to the State at the termination of the Contract (which will be provided to the State on an "As-As- Is" basis except to the extent the State compensated the Contractor for warranty services related to the materials); (v) to the maximum practical extent, take any action to mitigate and limit potential damages, including terminating or limiting subcontracts and outstanding orders for materials and supplies; and (vi) take all appropriate action to secure and maintain State information confidentially in accordance with Section 2.11, Confidentiality. (b) If the State terminates this Contract under Section 2.16.3, Termination for Convenience, the State must pay the Contractor all charges due for Deliverable(s) provided before the date of termination and, if applicable, as a separate item of payment, for work-in-progress, based on a percentage of completion determined by the State. All completed or partially completed Deliverable(s) prepared by the Contractor, at the option of the State, become the State's property, and the Contractor is entitled to receive equitable compensation for those Deliverable(s). Regardless of the basis for the termination, the State is not obligated to pay or otherwise compensate the Contractor for any lost expected future profits, costs, or expenses incurred with respect to Deliverable(s) not actually completed. (c) If the State terminates this Contract for any reason, the State may assume, at its option, any subcontracts and agreements for Deliverable(s), and may pursue completion of the Deliverable(s) by replacement contract or as the State deems expedient.

Rights and Obligations Upon Termination. (a) If the State Xxxxx XXXX terminates this Contract for any reason, the Contractor must: (i) stop all work as specified in the notice of termination; (ii) take any action that may be necessary, or that the State Xxxxx XXXX may direct, to preserve and protect Deliverable(sdeliverable(s) or other State Xxxxx XXXX property in the Contractor's possession; (iii) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, or employee of the StateXxxxx XXXX; (iv) transfer title in and deliver to the StateXxxxx XXXX, unless otherwise directed, all Deliverable(sdeliverable(s) intended to be transferred to the State Xxxxx XXXX at the termination of the Contract (which will be provided to the State Xxxxx XXXX on an "As-Is" basis except to the extent the State Xxxxx XXXX compensated the Contractor for warranty services related to the materials); (v) to the maximum practical extent, take any action to mitigate and limit potential damages, including terminating or limiting subcontracts and outstanding orders for materials and supplies; and (vi) take all appropriate action to secure and maintain State Xxxxx XXXX information confidentially in accordance with Section 2.11, Confidentialityconfidentially. (b) If the State Xxxxx XXXX terminates this Contract under Section 2.16.34.9.6, Termination for Convenience, the State Xxxxx XXXX must pay the Contractor all charges due for Deliverable(sdeliverable(s) provided before the date of termination and, if applicable, as a separate item of payment, for work-in-progress, based on a percentage of completion determined by the State. Xxxxx XXXX All completed or partially completed Deliverable(sdeliverable(s) prepared by the Contractor, at the option of the StateXxxxx XXXX, become the State's Xxxxx XXXX'x property, and the Contractor is entitled to receive equitable compensation for those Deliverable(sdeliverable(s). Regardless of the basis for the termination, the State Xxxxx XXXX is not obligated to pay or otherwise compensate the Contractor for any lost expected future profits, costs, or expenses incurred with respect to Deliverable(sdeliverable(s) not actually completed. (c) If the State Xxxxx XXXX terminates this Contract contract for any reason, the State Xxxxx XXXX may assume, at its option, any subcontracts and agreements for Deliverable(sdeliverable(s), and may pursue completion of the Deliverable(sdeliverable(s) by replacement contract or as the State deems Xxxxx XXXX xxxxx expedient.

Rights and Obligations Upon Termination. (a) If the Contract is terminated by the State terminates this Contract for any reason, the Contractor must: shall (ia) stop all work as specified in the notice of termination; , (iib) take any action that may be necessary, or that the State may direct, to preserve for preservation and protect Deliverable(s) protection of Deliverables or other State property derived or resulting from the Contract that may be in the Contractor's ’s possession; , (iiic) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, agent or employee of the State; , (ivd) in the event that the Contractor maintains title in equipment and software that is intended to be transferred to the State at the termination of the Contract, Contractor will transfer title in in, and deliver to to, the State, unless otherwise directed, all Deliverable(s) Deliverables and other Developed Materials intended to be transferred to the State at the termination of the Contract and which are resulting from the Contract (which will shall be provided to the State on an "“As-Is" ” basis except to the extent the amounts paid by the State compensated the in respect of such items included compensation to Contractor for the provision of warranty services related to the in respect of such materials); , and (ve) to the maximum practical extent, take any action to mitigate and limit any potential damages, or requests for Contractor adjustment or termination settlement costs, to the maximum practical extent, including terminating or limiting as otherwise applicable those subcontracts and outstanding orders for materials material and supplies; and (vi) take all appropriate action to secure and maintain State information confidentially in accordance with Section 2.11, Confidentialitysupplies resulting from the terminated Contract. (b) If In the event the State terminates this the Contract under Section 2.16.3, Termination prior to its expiration for Convenienceits own convenience, the State must shall pay the Contractor for all charges due for Deliverable(s) services provided before prior to the date of termination and, if applicable, as a separate item of paymentpayment pursuant to the Contract, for work-in-progresspartially completed Deliverables, based on a percentage of completion determined by the Statebasis. All completed or partially completed Deliverable(s) Deliverables prepared by Contractor pursuant to the ContractorContract shall, at the option of the State, become the State's ’s property, and the Contractor is shall be entitled to receive equitable fair compensation for those Deliverable(s)such Deliverables. Regardless of the basis for the termination, the State is shall not be obligated to pay pay, or otherwise compensate the compensate, Contractor for any lost expected future profits, costs, costs or expenses incurred with respect to Deliverable(s) services not actually completedperformed for the State. (c) If the State terminates this Contract for any reason, the State may assume, at its option, any subcontracts and agreements for Deliverable(s), and may pursue completion of the Deliverable(s) by replacement contract or as the State deems expedient.