Common use of Termination and Remedies Clause in Contracts

Termination and Remedies. a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO may be terminated under the following circumstances: i. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; iv. by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; v. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or vi. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this Agreement.

Termination and Remedies. a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. . Any TO may be terminated under the following circumstances: i. : by both Parties on mutual written agreement of the Parties; ii. ; by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. ; by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; iv. ; by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; v. ; be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or vi. or by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this Agreement.

Termination and Remedies. a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO This Contract may be terminated under the following circumstances: i. a. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. b. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Termsthis Contract; iv. c. by either Party due to the non-terminating Party’s breach of this Agreement Contract and failure to correct such breach within 15 days prior notice of such breach; v. d. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this AgreementContract; or vi. e. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this AgreementContract, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breachbreach of this Contract, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will shall be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor Supplier has or will breach any of its warranties, covenants or representations in this AgreementContract, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, (i) terminate this AgreementContract; (ii) reject any Goods delivered; (iii) return any Goods already accepted and obtain full repayment for any amount paid for such Goods; (iv) if Supplier breaches Section 10(j), withhold payment until such investigation, suspension or debarment is lifted; and (v) if Supplier breaches any of Section 10(e), (f), (g), (h) or (i), not pay for any Goods that have been accepted but that have been consumed or otherwise cannot be returned to Supplier and report the breach to Mercy Corps donors and appropriate governmental authorities.

Termination and Remedies. a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO This Contract may be terminated under the following circumstances: i. a. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. b. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Termsthis Contract; iv. c. by either Party due to the non-terminating Party’s breach of this Agreement Contract and failure to correct such breach within 15 days prior notice of such breach; v. d. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this AgreementContract; or vi. e. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this AgreementContract, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breachbreach of this Contract, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will shall be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor Supplier has or will breach any of its warranties, covenants or representations in this AgreementContract, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, (i) terminate this AgreementContract; (ii) reject any Goods delivered; (iii) return any Goods already accepted and obtain full repayment for any amount paid for such Goods; (iv) if Supplier breaches Section 10(j), withhold payment until such investigation, suspension or debarment is lifted; and (v) if Supplier breaches any of Section 10(e), (f), (g), (h) or (i), not pay for any Goods that have been accepted but that have been consumed or otherwise cannot be returned to Supplier and report the breach to Mercy Corps donors and appropriate governmental authorities. APPLICABLE]: [If Mercy Corps determines that Supplier has or will breach any of its warranties, covenants or representations in this Contract, Mercy Corps may terminate this Contract. Supplier’s breach of its obligations under this Contract will result in Mercy Corps incurring damages in an amount that will be difficult to establish and leave Mercy without an adequate remedy. Accordingly, the parties agree that the following liquidated damages are reasonable in light of the anticipated harm caused by any such breach: [insert dollar amount or other formula for determining the amount of damages].]

Termination and Remedies. a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO This Contract may be terminated under the following circumstances: i. : by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. ; by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; iv. this Contract; by either Party due to the non-terminating Party’s breach of this Agreement Contract and failure to correct such breach within 15 days prior notice of such breach; v. ; be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this AgreementContract; or vi. or by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this AgreementContract, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breachbreach of this Contract, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will shall be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor Supplier has or will breach any of its warranties, covenants or representations in this AgreementContract, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, (i) terminate this AgreementContract; (ii) reject any Goods delivered; (iii) return any Goods already accepted and obtain full repayment for any amount paid for such Goods; (iv) if Supplier breaches Section 10(j), withhold payment until such investigation, suspension or debarment is lifted; and (v) if Supplier breaches any of Section 10(e), (f), (g), (h) or (i), not pay for any Goods that have been accepted but that have been consumed or otherwise cannot be returned to Supplier and report the breach to Mercy Corps donors and appropriate governmental authorities.

Termination and Remedies. a. Provided no TO Purchase Order is outstanding and remains to be performed by either party, this Agreement may be terminated by either party at any time upon 30 days prior written notice to the other party. b. . Any TO Purchase Order may be terminated under the following circumstances: i. : by both Parties on mutual written agreement of the Parties; ii. ; by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. ; by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under Supplier for the Additional Terms; iv. Goods; by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; v. ; be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or vi. or by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor Supplier has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor Supplier until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breachbreach of this Agreement, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor Supplier for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor Supplier has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, (i) terminate this Agreement; (ii) reject any Goods delivered; (iii) return any Goods already accepted and obtain full repayment for any amount paid for such Goods; (iv) if Supplier breaches Section 13(j), withhold payment until such investigation, suspension or debarment is lifted; and (v) if Supplier breaches any of Section 13(e), (f), (g), (h) or (i), not pay for any Goods that have been accepted but that have been consumed or otherwise cannot be returned to Supplier and report the breach to Mercy Corps donors and appropriate governmental authorities. Dispute Resolution. Any unresolved dispute or claims will be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators will be one. The place of arbitration will be Portland, Oregon. The language of the arbitration will be English.

Termination and Remedies. a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO may be terminated under the following circumstances: i. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; iv. by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; v. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or vi. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this Agreement. APPLICABLE]: [If Mercy Corps determines that Supplier has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may terminate this Agreement. Supplier’s breach of its obligations under this Agreement will result in Mercy Corps incurring damages in an amount that will be difficult to establish and leave Mercy without an adequate remedy. Accordingly, the parties agree that the following liquidated damages are reasonable in light of the anticipated harm caused by any such breach: [insert dollar amount or other formula for determining the amount of damages].

Termination and Remedies. a. Provided no TO is outstanding and remains In the event that any of the following events shall occur, Sublessee shall be deemed to be performed in default of Sublessee’s obligations under this Lease (each of the following shall be referred to as a “Default by either partySublessee”). i. if Sublessee fails to pay Base Rent, Additional Rent, or any other amounts payable by Sublessee within ten (10) days after such rental or other amount is due under the terms of this Agreement may Lease. ii. if Sublessee breaches or fails to comply with any non-monetary agreement, term, covenant or condition in this Lease/ Sublease applicable to Sublessee and/or if Sublessee fails to observe and perform under any term, covenant or condition of the Ground Lease which it is otherwise required to perform under the Lease/Sublease, and Sublessee fails to cure such breach or failure within the earlier of the time for cure permitted under the Ground Lease or thirty (30) days after notice thereof by Sublessor to Sublessee. If such breach or failure to comply cannot be terminated by either party upon 30 reasonably cured within such 30-day period, Sublessee shall not be deemed to be in default thereof if Sublessee shall in good faith commence to cure such breach or failure to comply within such 30-day period and shall diligently proceed therewith to completion within a period not to exceed sixty (60) days prior following such notice. iii. Sublessor shall not be required to give written notice of a non-monetary default more than once in any twelve month period during the Lease Term. Should Sublessee breach any non-monetary term herein more than one time in each twelve month period, then the said subsequent failure to perform under the terms of this Sublease shall be a Default by Sublessee without notice or demand. iv. if Sublessee shall leave the Property unoccupied for fifteen (15) consecutive days or shall vacate and abandon the Property. v. if Sublessee’s interest under this Sublease or in the Property shall be taken by execution of levy, or by other partyprocess of law directed against Sublessee, or shall be subject to any attachment at the instance of any creditor or claimant against Sublessee and said execution of levy or attachment shall not be discharged or disposed of within fifteen (15) days after the levy thereof. vi. if Sublessee shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any similar act of any state, or shall voluntarily take advantage of any such law or act by answer or otherwise, or shall be dissolved, or shall make an assignment for the benefit of creditors, or if involuntary proceedings under any such bankruptcy or insolvency law or for the dissolution of Sublessee shall be instituted against Sublessee or a receiver or trustee shall be appointed for the property or for all or substantially all of the property of Sublessee, and such proceedings shall not be dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment. b. Any TO may be terminated under Upon the occurrence of any Default by Sublessee, Sublessor shall have the right, at Sublessor’s election, then or any time thereafter, to exercise any one or more of the following circumstancesremedies: i. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. by Mercy Corps immediately upon written notice in In the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use of a Default by Sublessee, Sublessor may, at Sublessor’s option, but without obligation to pay Contractor under the Additional Terms; iv. by either Party due to the non-terminating Party’s breach of this Agreement do so, and failure to correct such breach within 15 days prior notice of such breach; v. be either Party upon written notice if a force majeure event, including without releasing Sublessee from any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or viSublease, make any payment or take any action as Sublessor may deem necessary or desirable to cure any such Default by Sublessee in such manner and to such extent as Sublessor may deem necessary or desirable. by Mercy Corps immediately upon Sublessor may do so without demand on, or written notice if Mercy Corps using its sole discretion determines that Contractor has to, Sublessee and without giving Sublessee an opportunity to cure such Default by Sublessee. Sublessee covenants and agrees to pay to Sublessor, within ten (10) days after demand, all advances, costs and expenses of Sublessor in connection with the making of any such payment or will breach the taking of any such action including, without limitation: (a) a charge in the amount of its warrantiesfive hundred dollars ($500.00) payable to Sublessor to compensate for the administrative overhead attributable to such action; (b) reasonable attorneys’ fees; and, covenants (c) interest as hereinafter provided from the date of payment of any such advances, costs and expenses by Sublessor. Action taken by Sublessor may include commencing, appearing in, defending or representations otherwise participating in this Agreementany action or proceeding and paying, purchasing, contesting, or compromising any claim, right, encumbrance, charge, or lien, with respect to the Property which Sublessor, in which case Mercy Corps its discretion, may withhold any deem necessary or desirable to protect its interest in the Property and all amounts owed under this Sublease. In the event that the Sublease Term has expired or Sublessee is no longer occupying the Property, Sublessor shall be entitled to Contractor until take such breach is remediedactions as provided herein without Sublessor being required to provide the notice to Sublessee. ii. In the event of a Default by Sublessee, Sublessor may terminate this Sublease, effective at such time as may be specified by written notice to Sublessee, and demand (and, if such demand is refused, recover) possession of the Property from Sublessee. Sublessee shall remain liable to Sublessor for damages in an amount equal to the Base Rent, any amounts due under the Ground Lease and other sums which would have been owing by Sublessee hereunder for the balance of the Sublease Term, had this Sublease not been terminated, less the net proceeds, if any, of any reletting of the Property by Sublessor subsequent to such termination, after deducting all Sublessor’s expenses in connection with such recovery of possession or reletting. Sublessor shall be entitled to collect and receive such damages from Sublessee on the days on which the Base Rent, Additional Rent and other amounts would have been payable if this Sublease had not been terminated. Alternatively, at the option of Sublessor, Sublessor shall be entitled to recover forthwith from Sublessee, as damages for loss of the bargain and not as a penalty, an aggregate sum which, at the time of such termination due of this Sublease, represents the excess, if any, of: (a) the aggregate of the Base Rent, Additional Rent and all other sums payable by Sublessee that would have accrued for the balance of the Sublease Term, over; (b) the aggregate rental value of the Property for the balance of the Sublease Term, both discounted to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed workpresent worth at the rate of 8% per annum. iii. In the event termination is due to Mercy Corps’ breachof a Default by Sublessee, by Mercy Corps for Mercy Corps convenienceSublessor may reenter and take possession of the Property, due to force majeure eventincluding the real property described in the Ground Lease, or due any part thereof, without demand or notice, and repossess the same and expel Sublessee and any party claiming by, under or through Sublessee, and remove the effects of both using such force for such purposes as may be necessary, without being liable for prosecution on account thereof or being deemed guilty of any manner of trespass, and without prejudice to loss any remedies for arrears of fundingrent or right to bring any proceeding for breach of covenants or conditions. No such reentry or taking possession of the Property by Sublessor shall be construed as an election by Sublessor to terminate this Sublease unless a written notice of such intention is given to Sublessee. No notice from Sublessor hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Sublessor to terminate this Sublease unless such notice specifically so states. Sublessor reserves the right, Mercy Corps will following any reentry or reletting, to exercise its right to terminate this Sublease by giving Sublessee such written notice, in which event this Sublease shall terminate as specified in said notice. After recovering possession of the Property, Sublessor may, from time to time, but shall not be obligated to, relet the Property, or any part thereof, for the account of Sublessee, for such term or terms and on such conditions and upon such other terms as Sublessor, in its sole and subjective discretion, may determine. Sublessor may make such repairs, alterations or improvements as Sublessor may consider appropriate to pay Contractor accomplish such reletting, and Sublessee shall reimburse Sublessor upon demand for its reasonableall costs and expenses, pro-rated costs of work completed including attorneys’ fees, which Sublessor may incur in connection with such reletting. Sublessor may collect and expenses properly incurred prior to termination. However, Mercy Corps will not receive the rents for such reletting but Sublessor shall in no way be responsible for or liable for any failure to relet the Property, or any part thereof, or for any failure to collect any rent due upon such reletting. Notwithstanding Sublessor’s recovery of possession of the Property, Sublessee shall continue to pay on the dates herein specified, the Base Rent, Additional Rent and other amounts which would be payable hereunder if such repossession had not occurred. Upon the expiration or earlier termination of this Sublease, Sublessor shall refund to Sublessee any amount, without interest, by which the amounts paid by Sublessee, when added to the net amount, if any, recovered by Sublessor through any reletting of the Property, exceeds the amounts payable by Sublessee under this Sublease. If, in connection with any reletting, the new lease term extends beyond the existing Sublease Term, or the premises covered thereby include other premises not part of the Property, a fair apportionment of the rent received from such reletting and the expenses incurred in anticipation connection therewith shall be made in determining the net amount recovered from such reletting. c. All costs and expenses incurred by Sublessor in connection with collecting any amounts and damages owing by Sublessee pursuant to the provisions of termination this Sublease or suspension. If Mercy Corps determines that Contractor has to enforce any provision of this Sublease, including reasonable attorneys’ fees, whether or will breach not any action is commenced by Sublessor, shall be paid by Sublessee to Sublessor upon demand. d. Exercise of any of its warranties, covenants the remedies of Sublessor under this Sublease shall not prevent the concurrent or representations subsequent exercise of any other remedy provided for in this Agreement, Mercy Corps may, in addition Sublease or otherwise available to any other remedies for such breach available Sublessor at law or in equity, terminate this Agreement. All remedies are cumulative.

Termination and Remedies. a. Provided no TO is outstanding and remains to be performed by either party, this This Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO may be terminated under the following circumstances: i. a. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. b. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Termsthis Agreement; iv. c. by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; v. d. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or vi. e. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breachbreach of this Agreement, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will shall be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor Supplier has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, (i) terminate this Agreement; (ii) reject any Goods delivered; (iii) return any Goods already accepted and obtain full repayment for any amount paid for such Goods; (iv) if Supplier breaches Section 10(j), withhold payment until such investigation, suspension or debarment is lifted; and (v) if Supplier breaches any of Section 10(e), (f), (g), (h) or (i), not pay for any Goods that have been accepted but that have been consumed or otherwise cannot be returned to Supplier and report the breach to Mercy Corps donors and appropriate governmental authorities.

Termination and Remedies. a. Provided no TO It is outstanding understood and remains to agreed between Landlord and Tenant that if the rent specified above, or any part thereof, shall be performed by either partyin arrears or unpaid on the day of payment, this Agreement may be terminated by either party upon 30 then Landlord will give Tenant five (5) days prior written notice to cure such default. It is understood and agreed between Landlord and Tenant that if default shall be made in any of the other party. b. Any TO covenants or agreements contained in this Lease then Landlord will give Tenant fifteen (15) days written notice to cure such default. If Tenant shall remain in possession of the premises after the above required notice period it shall be lawful for the Landlord to declare the said term ended and re-enter the premises to expel, remove, or put out the Tenant; to repossess and enjoy the same premises again as in its first and former state; and to seize for any rent that may be terminated due any property belonging to Tenant. It is the intent of the parties hereto to recognize in Landlord a valid first lien as provided by the laws of the State of New Mexico, upon any goods, chattels, and other property belonging to Tenant and located on the premises as security for the payment of rent and fulfillment of the faithful performance of the agreements and covenants in this Lease. If at any time the term shall be declared ended at such election of Landlord, Tenant agrees to surrender and deliver the premises peaceably to the Landlord. If Tenant shall remain in possession of the premises after the required notice period specified above, Tenant shall be deemed guilty of a forcible entry and detainer of the premises under the following circumstances: i. by both Parties on mutual written agreement laws of the Parties; iiState of New Mexico and shall be subject to eviction and removal under due process of law. by either Party It is understood and agreed between Landlord and Tenant that at any time after such termination the Landlord may re-lease the premises or any part thereof, for its convenience with written notice such term and after on such conditions as the Termination Notice Period specified Landlord, in his sole discretion, may determine, and may collect and receive the Additional Terms has expired; iiirent thereafter. by Mercy Corps immediately upon written notice in In the event Mercy Corps’ donor(s) terminates Landlord re-leases the premises, it is understood and agreed that the term may be greater or withdraws funding that Mercy Corps would use to pay Contractor under lesser than the Additional Terms; iv. by either Party due to period which constituted the non-terminating Party’s breach term of this Agreement Lease, and failure the conditions may include free rent or other concessions which may be reasonably required to correct such breach within 15 days prior notice of such breach; v. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents induce another party to lease the terminating Party from being able to fulfill its obligations under this Agreement; or vi. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remediedpremises. In the event of termination any such termination, whether or not the premises have been re-leased, the total remaining balance of the rent which would be due and payable for the remainder of the term of this Lease, less the net proceeds of any re-leasing effected by the Landlord shall become due and payable as liquidated damages of Tenant's default. The net proceeds shall be calculated as the gross dollar amount of the new lease less any expenses Landlord incurred in re-leasing the premises including but not limited to Contractor’s breach or by Contractor all repossession costs, brokerage commissions, legal and attorney fees, alteration costs and expense of preparation for Contractor’s conveniencesuch re-leasing. It is understood and agreed that Tenant will pay all costs, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed reasonable attorney's fees and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred by Landlord in anticipation enforcing the covenants of termination or suspensionthis Lease. If Mercy Corps determines that Contractor has or will breach a suit is brought by any party to this Lease to enforce the covenants and terms of its warrantiesthis Lease, covenants or representations in this Agreement, Mercy Corps may, in addition the prevailing party shall be entitled to any other remedies for such breach available at law or in equity, terminate this Agreementreasonable attorney fees and costs to be assessed by the court.

Termination and Remedies. a. Provided no TO Purchase Order is outstanding and remains to be performed by either party, this Agreement may be terminated by either party at any time upon 30 days prior written notice to the other party. b. Any TO Purchase Order may be terminated under the following circumstances: : i. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under Supplier for the Additional TermsGoods; iv. by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; v. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or vi. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor Supplier has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor Supplier until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breachbreach of this Agreement, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor Supplier for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor Supplier has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, (i) terminate this Agreement; (ii) reject any Goods delivered; (iii) return any Goods already accepted and obtain full repayment for any amount paid for such Goods; (iv) if Supplier breaches Section 13(j), withhold payment until such investigation, suspension or debarment is lifted; and (v) if Supplier breaches any of Section 13(e), (f), (g), (h) or (i), not pay for any Goods that have been accepted but that have been consumed or otherwise cannot be returned to Supplier and report the breach to Mercy Corps donors and appropriate governmental authorities.

Termination and Remedies. a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO This Contract may be terminated under the following circumstances: i. : by both Parties on mutual written agreement of the Parties; ii. ; by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. ; by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; iv. ; by either Party due to the non-terminating Party’s breach of this Agreement Contract and failure to correct such breach within 15 days days’ prior notice of such breach; v. ; be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this AgreementContract; or vi. or by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this AgreementContract, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event of termination due to Contractor’s breach, Mercy Corps will not be obligated to pay Contractor for any partially completed work. Mercy Corps may secure substitute performance and Contractor will be responsible for Mercy Corps costs in obtaining substitute performance and any additional costs necessary to ensure full and satisfactory completion of the Work. In addition, as time is of the essence and Mercy Corps’ losses and the loss to its beneficiaries would be difficult to quantify, if Schedule I allows for Mercy Corps to charge liquidated damages, for each calendar day beyond the completion date in the Statement of Work that the Works remain uncompleted, Mercy Corps may charge liquidated damages in the amount specified in Schedule In the event termination is due to Mercy Corps’ Corps breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this AgreementContract, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this AgreementContract. Dispute Resolution. Any unresolved dispute or claims will be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators will be one. The place of arbitration will be Portland, Oregon. The language of the arbitration will be English.

Termination and Remedies. a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO This Contract may be terminated under the following circumstances: i. a. by both Parties on mutual written agreement of the Parties; ii. b. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. c. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; iv. d. by either Party due to the non-terminating Party’s breach of this Agreement Contract and failure to correct such breach within 15 days prior notice of such breach; v. e. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this AgreementContract; or vi. f. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this AgreementContract, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event of termination due to Contractor’s breach, Mercy Corps will not be obligated to pay Contractor for any partially completed work. Mercy Corps may secure substitute performance and Contractor will be responsible for Mercy Corps costs in obtaining substitute performance and any additional costs necessary to ensure full and satisfactory completion of the Work. In addition, as time is of the essence and Mercy Corps’ losses and the loss to its beneficiaries would be difficult to quantify, if Schedule I allows for Mercy Corps to charge liquidated damages, for each calendar day beyond the completion date in the Statement of Work that the Works remain uncompleted, Mercy Corps may charge liquidated damages in the amount specified in Schedule In the event termination is due to Mercy Corps’ Corps breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this AgreementContract, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this AgreementContract.

Termination and Remedies. a. Provided no TO Purchase Order is outstanding and remains to be performed by either party, this Agreement may be terminated by either party at any time upon 30 days prior written notice to the other party. b. Any TO Purchase Order may be terminated under the following circumstances: : i. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under Supplier for the Additional TermsGoods; iv. by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; v. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or vi. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor Supplier has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor Supplier until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breachbreach of this Agreement, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor Supplier for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor Supplier has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, (i) terminate this Agreement; (ii) reject any Goods delivered; (iii) return any Goods already accepted and obtain full repayment for any amount paid for such Goods; (iv) if Supplier breaches Section 13(j), withhold payment until such investigation, suspension or debarment is lifted; and (v) if Supplier breaches any of Section 13(e), (f), (g), (h) or (i), not pay for any Goods that have been accepted but that have been consumed or otherwise cannot be returned to Supplier and report the breach to Mercy Corps donors and appropriate governmental authorities. APPLICABLE]: [If Mercy Corps determines that Supplier has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may terminate this Agreement. Supplier’s breach of its obligations under this Agreement will result in Mercy Corps incurring damages in an amount that will be difficult to establish and leave Mercy without an adequate remedy. Accordingly, the parties agree that the following liquidated damages are reasonable in light of the anticipated harm caused by any such breach: [insert dollar amount or other formula for determining the amount of damages].

Termination and Remedies. a. Provided no TO is outstanding and remains In the event that any of the following events shall occur, Tenant shall be deemed to be performed in default of Tenant’s obligations under this Lease (each of the following shall be referred to as a “Default by either partyTenant”). i. if Tenant fails to pay Base Rent, Additional Rent, or any other amounts payable by Tenant within ten (10) days after such rental or other amount is due under the terms of this Agreement may Lease. ii. if Tenant breaches or fails to comply with any non-monetary agreement, term, covenant or condition in this Lease applicable to Tenant, and Tenant fails to cure such breach or failure within thirty (30) days after notice thereof by Landlord to Tenant. If such breach or failure to comply cannot be terminated by either party upon 30 reasonably cured within such 30-day period, Tenant shall not be deemed to be in default thereof if Tenant shall in good faith commence to cure such breach or failure to comply within such 30-day period and shall diligently proceed therewith to completion within a period not to exceed sixty (60) days prior following such notice. iii. Landlord shall not be required to give written notice of a non-monetary default more than once in any twelve month period during the Lease Term. Should Tenant breach any non-monetary term herein more than one time in each twelve month period, then the said subsequent failure to perform under the terms of this Lease shall be a Default by Tenant without notice or demand. iv. if Tenant shall leave the Property unoccupied for fifteen (15) consecutive days or shall vacate and abandon the Property. v. if Tenant’s interest under this Lease or in the Property shall be taken by execution of levy, or by other partyprocess of law directed against Tenant, or shall be subject to any attachment at the instance of any creditor or claimant against Tenant and said execution of levy or attachment shall not be discharged or disposed of within fifteen (15) days after the levy thereof. vi. if Tenant shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any similar act of any state, or shall voluntarily take advantage of any such law or act by answer or otherwise, or shall be dissolved, or shall make an assignment for the benefit of creditors, or if involuntary proceedings under any such bankruptcy or insolvency law or for the dissolution of Tenant shall be instituted against Tenant or a receiver or trustee shall be appointed for the property or for all or substantially all of the property of Tenant, and such proceedings shall not be dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment. b. Any TO may be terminated under Upon the occurrence of any Default by Tenant, Landlord shall have the right, at Landlord’s election, then or any time thereafter, to exercise any one or more of the following circumstancesremedies: i. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. by Mercy Corps immediately upon written notice in In the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use of a Default by Tenant, Landlord may, at Landlord’s option, but without obligation to pay Contractor under the Additional Terms; iv. by either Party due to the non-terminating Party’s breach of this Agreement do so, and failure to correct such breach within 15 days prior notice of such breach; v. be either Party upon written notice if a force majeure event, including without releasing Tenant from any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or viLease, make any payment or take any action as Landlord may deem necessary or desirable to cure any such Default by Tenant in such manner and to such extent as Landlord may deem necessary or desirable. by Mercy Corps immediately upon Landlord may do so without demand on, or written notice if Mercy Corps using its sole discretion determines that Contractor has to, Tenant and without giving Tenant an opportunity to cure such Default by Tenant. Tenant covenants and agrees to pay to Landlord, within ten (10) days after demand, all advances, costs and expenses of Landlord in connection with the making of any such payment or will breach the taking of any such action including, without limitation: (a) a charge in the amount of its warrantiesfive hundred dollars ($500.00) payable to Landlord to compensate for the administrative overhead attributable to such action; (b) reasonable attorneys’ fees; and, covenants (c) interest as hereinafter provided from the date of payment of any such advances, costs and expenses by Landlord. Action taken by Landlord may include commencing, appearing in, defending or representations otherwise participating in this Agreementany action or proceeding and paying, purchasing, contesting, or compromising any claim, right, encumbrance, charge, or lien, with respect to the Property which Landlord, in which case Mercy Corps its discretion, may withhold any deem necessary or desirable to protect its interest in the Property and all amounts owed under this Lease. In the event that the Lease Term has expired or Tenant is no longer occupying the Property, Landlord shall be entitled to Contractor until take such breach is remediedactions as provided herein without Landlord being required to provide the notice to Tenant. ii. In the event of a Default by Tenant, Landlord may terminate this Lease, effective at such time as may be specified by written notice to Tenant, and demand (and, if such demand is refused, recover) possession of the Property from Tenant. Tenant shall remain liable to Landlord for damages in an amount equal to the Rent and other sums which would have been owing by Tenant hereunder for the balance of the Lease Term, had this Lease not been terminated, less the net proceeds, if any, of any reletting of the Property by Landlord subsequent to such termination, after deducting all Landlord’s expenses in connection with such recovery of possession or reletting. Landlord shall be entitled to collect and receive such damages from Tenant on the days on which the Basic Rent, Additional Rent and other amounts would have been payable if this Lease had not been terminated. Alternatively, at the option of Landlord, Landlord shall be entitled to recover forthwith from Tenant, as damages for loss of the bargain and not as a penalty, an aggregate sum which, at the time of such termination due of this Lease, represents the excess, if any, of: (a) the aggregate of the Rent, and all other sums payable by Tenant that would have accrued for the balance of the Lease Term, over; (b) the aggregate rental value of the Property for the balance of the Lease Term, both discounted to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed workpresent worth at the rate of 8% per annum. iii. In the event termination of a Default by Tenant, Landlord may reenter and take possession of the Property or any part thereof, without demand or notice, and repossess the same and expel Tenant and any party claiming by, under or through Tenant, and remove the effects of both using such force for such purposes as may be necessary, without being liable for prosecution on account thereof or being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or right to bring any proceeding for breach of covenants or conditions. No such reentry or taking possession of the Property by Landlord shall be construed as an election by Landlord to terminate this Lease unless a written notice of such intention is due given to Mercy Corps’ breachTenant. No notice from Landlord hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the right, following any reentry or reletting, to exercise its right to terminate this Lease by Mercy Corps for Mercy Corps conveniencegiving Tenant such written notice, due in which event this Lease shall terminate as specified in said notice. After recovering possession of the Property, Landlord may, from time to force majeure eventtime, but shall not be obligated to, relet the Property, or due any part thereof, for the account of Tenant, for such term or terms and on such conditions and upon such other terms as Landlord, in its sole and subjective discretion, may determine. Landlord may make such repairs, alterations or improvements as Landlord may consider appropriate to loss of fundingaccomplish such reletting, Mercy Corps will be obligated to pay Contractor and Tenant shall reimburse Landlord upon demand for its reasonableall costs and expenses, pro-rated costs of work completed including attorneys’ fees, which Landlord may incur in connection with such reletting. Landlord may collect and expenses properly incurred prior to termination. However, Mercy Corps will not receive the rents for such reletting but Landlord shall in no way be responsible for or liable for any failure to relet the Property, or any part thereof, or for any failure to collect any rent due upon such reletting. Notwithstanding Landlord’s recovery of possession of the Property, Tenant shall continue to pay on the dates herein specified, the Basic Rent, Additional Rent and other amounts which would be payable hereunder if such repossession had not occurred. Upon the expiration or earlier termination of this Lease, Landlord shall refund to Tenant any amount, without interest, by which the amounts paid by Tenant, when added to the net amount, if any, recovered by Landlord through any reletting of the Property, exceeds the amounts payable by Tenant under this Lease. If, in connection with any reletting, the new lease term extends beyond the existing Lease Term, or the premises covered thereby include other premises not part of the Property, a fair apportionment of the rent received from such reletting and the expenses incurred in anticipation connection therewith shall be made in determining the net amount recovered from such reletting. c. All costs and expenses incurred by Landlord in connection with collecting any amounts and damages owing by Tenant pursuant to the provisions of termination this Lease or suspension. If Mercy Corps determines that Contractor has to enforce any provision of this Lease, including reasonable attorneys’ fees, whether or will breach not any action is commenced by Landlord, shall be paid by Tenant to Landlord upon demand. d. Exercise of any of its warranties, covenants the remedies of Landlord under this Lease shall not prevent the concurrent or representations subsequent exercise of any other remedy provided for in this Agreement, Mercy Corps may, in addition Lease or otherwise available to any other remedies for such breach available Landlord at law or in equity, terminate this Agreement. All remedies are cumulative.

Termination and Remedies. a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO may be terminated under the following circumstances: i. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; iv. by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; v. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or vi. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this Agreement. [ALTERNATIVE CLAUSE If USING LIQUIDATED DAMAGES -DELETE OF NOT APPLICABLE]: [If Mercy Corps determines that Supplier has or will breach any of its warranties, covenants or r epresentations in this Agreement, Mercy Corps may terminate this Agreement. Supplier’s breach of its obligations under this Agreement will result in Mercy Corps incurring damages in an amount that will be difficult to establish and leave Mercy without an adequate remedy. Accordingly, the parties agree that the following liquidated damages are reasonable in light of the anticipated harm caused by any such breach: [insert dollar amount or other formula for determining the amount of damages].