Rights and Remedies of the Judicial Council. All remedies provided for in this Agreement may be exercised individually or in combination with any other available remedy. Contractor shall notify the JUDICIAL COUNCIL immediately if Contractor is in Default, or if a Third Party claim or dispute is brought or threatened that alleges facts that would constitute a Default under this Agreement. If Contractor is in Default, the JUDICIAL COUNCIL may do any of the following: (i) withhold all or any portion of a payment otherwise due to Contractor, and exercise any other rights of setoff as may be provided in this Agreement or any other agreement between a Judicial Branch Entity and Contractor; (ii) require Contractor to enter into nonbinding mediation; (iii) exercise, following notice, the JUDICIAL COUNCIL’s right of early termination of this Agreement as provided herein; and (iv) seek any other remedy available at law or in equity. If the JUDICIAL COUNCIL terminates this Agreement or any Statement of Work in whole or in part for cause, the JUDICIAL COUNCIL may acquire from third parties, under the terms and in the manner the JUDICIAL COUNCIL considers appropriate, goods or services equivalent to those terminated, and Contractor shall be liable to the JUDICIAL COUNCIL for any excess costs for those goods or services. Notwithstanding any other provision of this Agreement, in no event shall the excess cost to the Judicial Branch Entities for such goods and services be excluded under this Agreement as indirect, incidental, special, exemplary, punitive or consequential damages of the JUDICIAL COUNCIL or Judicial Branch Entities. Contractor shall continue the Work not terminated hereunder. In the event of any expiration or termination of this Agreement or the applicable Statement of Work, Contractor shall promptly provide the JUDICIAL COUNCIL with all originals and copies of the Deliverables (including: (i) any partially-completed Deliverables and related work product or materials; and (ii) any Contractor Materials, Third Party Materials, and Developed Materials comprising such Deliverables or partially-completed Deliverables), Confidential Information, JUDICIAL COUNCIL Data, JUDICIAL COUNCIL Materials, and all portions thereof, in its possession, custody, or control. In the event of any termination of this Agreement or a Statement of Work, the JUDICIAL COUNCIL shall not be liable to Contractor for compensation or damages incurred as a result of such termination; provided that if the JUDICIAL COUNCIL’s termination ...
Rights and Remedies of the Judicial Council
