Common use of Termination, Cancellation and Expiration Clause in Contracts

Termination, Cancellation and Expiration. (a) Notwithstanding any provisions in this Contract, the Agency, through a duly authorized employee, may Terminate the Contract whenever the Agency makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing of Termination pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) Notwithstanding any provisions in this Contract, DAS, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. (c) DAS shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS for purposes of correspondence, or by hand delivery. Upon receiving such notice from DAS, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency all Records. The Records are deemed to be the property of the Client Agency and the Contractor shall deliver them to the Client Agency no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. (d) Upon receipt of a written notice of Termination or Cancellation from DAS, the Contractor shall cease operations as directed by DAS in the notice, and take all actions that are necessary or appropriate, or that DAS may reasonably direct, for the protection and preservation of the Goods and any other property. Except for any work which DAS directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To the extent that the Agency has issued a purchase order prior to the notice of Termination and the Contractor has begun Performance against that purchase order in good faith, the Agency shall, within forty-five (45) days of having received an invoice from the Contractor for such Performance, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for all actual and reasonable costs incurred after Termination in completing those portions of the Performance which the notice required the Contractor to complete. Upon and as requested by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is required, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) Notwithstanding any other provisions in this Contract, the AgencyDAS, through a duly authorized employee, may Terminate the Contract whenever the Agency DAS makes a written determination that such Termination is in the best interests of the State. The Agency DAS shall notify the Contractor in writing of Termination pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) Notwithstanding any provisions in this Contract, DAS, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. (c) DAS shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS for purposes of correspondence, or by hand delivery. Upon receiving such notice from DAS, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency all Records. The Records are deemed to be the property of the Client Agency and the Contractor shall deliver them to the Client Agency no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. (d) Upon receipt of a written notice of Termination or Cancellation from DAS, the Contractor shall cease operations as directed by DAS in the notice, and take all actions that are necessary or appropriate, or that DAS may reasonably direct, for the protection and preservation of the Goods and any other property. Except for any work which DAS directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Client Agency shall, within forty-forty- five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Client Agency in accordance with Exhibit A. In additionA, the Agency shall also pay or reimburse the Contractor for in addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the Client Agency is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredDAS, the Contractor shall (1) assign to the Client Agency, or any replacement contractor which the Agency DAS designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Client Agency all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all Performance as the Agency DAS may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract. (h) Termination or Cancellation of the Contract pursuant to this section shall not be deemed to be a breach of contract by DAS.

Termination, Cancellation and Expiration. (a) Notwithstanding any provisions in this Contract, the AgencyDAS, through a duly authorized employee, may Terminate the Contract whenever the Agency DAS makes a written determination that such Termination is in the best interests of the State. The Agency DAS shall notify the Contractor in writing of Termination pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency State is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) Notwithstanding any provisions in this Contract, DAS, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. (c) DAS shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS for purposes of correspondence, or by hand delivery. Upon receiving such notice from DAS, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency all Records. The Records are deemed to be the property of the Client Agency and the Contractor shall deliver them to the Client Agency no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. (d) Upon receipt of a written notice of Termination or Cancellation from DAS, the Contractor shall cease operations as directed by DAS in the notice, and take all actions that are necessary or appropriate, or that DAS may reasonably direct, for the protection and preservation of the Goods and any other property. Except for any work which DAS directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To the extent that the Agency has issued a purchase order prior to the notice of Termination and the Contractor has begun Performance against that purchase order in good faith, the Agency shall, within forty-five (45) days of having received an invoice from the Contractor for such Performance, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for all actual and reasonable costs incurred after Termination in completing those portions of the Performance which the notice required the Contractor to complete. Upon and as requested by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is required, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.fifteen

Termination, Cancellation and Expiration. (a) 1. Notwithstanding any provisions in this Contract, the AgencyComptroller, through a duly authorized employee, may Terminate the Contract whenever the Agency Comptroller makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing State by providing at least sixty (60) calendar days' written notice of Termination to Contractor pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) 2. Notwithstanding any provisions in this Contract, DASthe Comptroller, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. 3. If for any reason, the Contractor shall fail to fulfill in a timely manner and proper manner its obligations under this Agreement, the Comptroller shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and the reason therefore specifying the effective date thereof at least thirty (c30) DAS days before the effective date of such termination. In such event, all records and data prepared by the Contractor under this Agreement shall become available for audit. 4. The Comptroller shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS Comptroller for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASComptroller, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency Comptroller all Records. The Records are deemed to be the property of the Client Agency Comptroller and the Contractor shall deliver them to the Client Agency Comptroller no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS Comptroller for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. Notwithstanding the foregoing, Contractor shall be entitled to retain records consisting of test results and other patient health information necessary to comply with applicable law, including CLIA and HIPAA. (d) 5. Upon receipt of a written notice of Termination or Cancellation from DASthe Comptroller, the Contractor shall cease operations as directed by DAS the Comptroller in the notice, and take all actions that are necessary or appropriate, or that DAS the Comptroller may reasonably direct, for the protection and preservation of the Goods goods and any other property. Except for any work which DAS the Comptroller directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall DocuSign Envelope ID: ED91CDCC-5F32-443F-B8A6-C6B5266F1BBA terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To 6. In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency Comptroller shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency Comptroller in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the Comptroller is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredComptroller, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency Comptroller designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency Comptroller all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency Comptroller may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) 1. Notwithstanding any provisions in this Contract, the AgencyComptroller, through a duly authorized employee, may Terminate the Contract whenever the Agency Comptroller makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing State by providing at least sixty (60) calendar days' written notice of Termination to Contractor pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) 2. Notwithstanding any provisions in this Contract, DASthe Comptroller, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. 3. If for any reason, the Contractor shall fail to fulfill in a timely manner and proper manner its obligations under this Agreement, the Comptroller shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and the reason therefore specifying the effective date thereof at least thirty (c30) DAS days before the effective date of such termination. In such event, all records and data prepared by the Contractor under this Agreement shall become available for audit. 4. The Comptroller shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS Comptroller for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASComptroller, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency Comptroller all Records. The Records are deemed to be the property of the Client Agency Comptroller and the Contractor shall deliver them to the Client Agency Comptroller no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS Comptroller for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. Notwithstanding the foregoing, Contractor shall be entitled to retain records consisting of test results and other patient health information necessary to comply with applicable law, including CLIA and HIPAA. (d) 5. Upon receipt of a written notice of Termination or Cancellation from DASthe Comptroller, the Contractor shall cease operations as directed by DAS the Comptroller in the notice, and take all actions that are necessary or appropriate, or that DAS the Comptroller may reasonably direct, for the protection and preservation of the Goods goods and any other property. Except for any work which DAS the Comptroller directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall DocuSign Envelope ID: 99412057-D71B-408D-9265-8250A328AE5B terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To 6. In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency Comptroller shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency Comptroller in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the Comptroller is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredComptroller, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency Comptroller designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency Comptroller all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency Comptroller may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) 1. Notwithstanding any provisions in this Contract, the AgencyComptroller, through a duly authorized employee, may Terminate the Contract whenever the Agency Comptroller makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing State by providing at least sixty (60) calendar days' written notice of Termination to Contractor pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits.DocuSign Envelope ID: ECA2080F-F2BD-440A-B380-0243D9E67ACE (b) 2. Notwithstanding any provisions in this Contract, DASthe Comptroller, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. 3. If for any reason, the Contractor shall fail to fulfill in a timely manner and proper manner its obligations under this Agreement, the Comptroller shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and the reason therefore specifying the effective date thereof at least thirty (c30) DAS days before the effective date of such termination. In such event, all records and data prepared by the Contractor under this Agreement shall become available for audit. 4. The Comptroller shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS Comptroller for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASComptroller, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency Comptroller all Records. The Records are deemed to be the property of the Client Agency Comptroller and the Contractor shall deliver them to the Client Agency Comptroller no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS Comptroller for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. Notwithstanding the foregoing, Contractor shall be entitled to retain records consisting of test results and other patient health information necessary to comply with applicable law, including CLIA and HIPAA. (d) 5. Upon receipt of a written notice of Termination or Cancellation from DASthe Comptroller, the Contractor shall cease operations as directed by DAS the Comptroller in the notice, and take all actions that are necessary or appropriate, or that DAS the Comptroller may reasonably direct, for the protection and preservation of the Goods goods and any other property. Except for any work which DAS the Comptroller directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To 6. In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency Comptroller shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency Comptroller in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the Comptroller is not obligated to tender to the Contractor any DocuSign Envelope ID: ECA2080F-F2BD-440A-B380-0243D9E67ACE payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredComptroller, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency Comptroller designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency Comptroller all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency Comptroller may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) Notwithstanding any provisions in this Contractthe Invitation to Bid, including these Terms and Conditions, DOIT’s Chief Information Officer (“CIO”), or the Agency, through a duly authorized employeeCIO’s designee, may Terminate or Cancel the Contract whenever the Agency CIO makes a written determination that such Termination or Cancellation is in the best interests of the State. The Agency DOIT shall notify the Contractor in writing of Termination or Cancellation pursuant to this section, which notice shall specify the effective date of Termination or Cancellation and the extent to which the Contractor must complete Performance performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) Notwithstanding any provisions in this Contract, DAS, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. (c) DAS The CIO shall send the notice of Termination or Cancellation via certified registered mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS the State for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASthe State, the Contractor shall immediately discontinue all services and take all actions affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency State all Records. The Records are deemed to be the property of the Client Agency State and the Contractor shall deliver them to the Client Agency DOIT no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS the State for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII ASCEE or .TXT. (dc) Upon receipt of a written notice of Termination or Cancellation from DASthe State, the Contractor shall cease operations as directed by DAS the State in the notice, and take all actions that are necessary or appropriate, or that DAS the State may reasonably direct, for the protection and preservation of the Goods Systems, Systems Properties and any other property. Except for any work which DAS DOIT directs the Contractor Bidder to Perform perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (ed) To In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency State shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance performance rendered and accepted by the Agency State in accordance with Exhibit A. In additionthe compensation provisions of the Contract, the Agency shall also pay or reimburse the Contractor for in addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the State is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredState, the Contractor shall (1) assign to the AgencyState, or any replacement contractor which the Agency State designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency State all Records and other information pertaining to its Performanceperformance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all performance as the Agency State may request. (fe) For breach or violation of any of the provisions in the section of these Terms and Conditions concerning Representations and Warranties, DAS the State may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (gf) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract. (g) Termination or Cancellation of the Contract pursuant to this section shall not be deemed to be a breach of contract by the State.

Termination, Cancellation and Expiration. (a) 1. Notwithstanding any provisions in this Contract, the AgencyComptroller, through a duly authorized employee, may Terminate the Contract whenever the Agency Comptroller makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing State by providing at least sixty (60) calendar days' written notice of Termination to Contractor pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) 2. Notwithstanding any provisions in this Contract, DASthe Comptroller, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel cancel the Contract in accordance with the provisions in the Breach section of this Contract. 3. If for any reason, the Contractor shall fail to fulfill in a timely manner and proper manner its obligations under this Agreement, the Comptroller shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and the reason therefore specifying the effective date thereof at least thirty (c30) DAS days before the effective date of such termination. In such event, all records and data prepared by the Contractor under this Agreement shall become available for audit. The Contractor shall not be relieved of liability to the Comptroller for damages sustained by the Comptroller by virtue of any breach of the Agreement by the Contractor, and the Comptroller may withhold any payments to the Contractor for the purposes of set-off until such time as the exact amount of damages to the Comptroller is determined. 4. The Comptroller shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS Comptroller for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASComptroller, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency Comptroller all Records. The Records are deemed to be the property of the Client Agency Comptroller and the Contractor shall deliver them to the Client Agency Comptroller no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS Comptroller for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. (d) 5. Upon receipt of a written notice of Termination or Cancellation from DASthe Comptroller, the Contractor shall cease operations as directed by DAS the Comptroller DocuSign Envelope ID: A849516C-C59D-4724-9DAE-5D8C9EC2E2D4 in the notice, and take all actions that are necessary or appropriate, or that DAS the Comptroller may reasonably direct, for the protection and preservation of the Goods goods and any other property. Except for any work which DAS the Comptroller directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To 6. In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency Comptroller shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency in substantial accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for this Agreement in addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the Comptroller is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredComptroller, the Contractor shall (1) assign to the AgencyState or any agency of the State designated by the State, or any replacement contractor which the Agency Comptroller designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency Comptroller all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency Comptroller may reasonably request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) Notwithstanding any other provisions in this Contract, the AgencyDAS, through a duly authorized employee, may Terminate the Contract whenever the Agency DAS makes a written determination that such Termination is in the best interests of the State. The Agency DAS shall notify the Contractor in writing of Termination pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) Notwithstanding any provisions in this Contract, DAS, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. (c) DAS shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS for purposes of correspondence, or by hand delivery. Upon receiving such notice from DAS, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency all Records. The Records are deemed to be the property of the Client Agency and the Contractor shall deliver them to the Client Agency no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. (d) Upon receipt of a written notice of Termination or Cancellation from DAS, the Contractor shall cease operations as directed by DAS in the notice, and take all actions that are necessary or appropriate, or that DAS may reasonably direct, for the protection and preservation of the Goods and any other property. Except for any work which DAS directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Client Agency shall, within forty-forty- five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Client Agency in accordance with Exhibit A. In additionA, the Agency shall also pay or reimburse the Contractor for in addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the Client Agency is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredDAS, the Contractor shall (1) assign to the Client Agency, or any replacement contractor which the Agency DAS designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Client Agency all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all Performance as the Agency DAS may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) 1. Notwithstanding any provisions in this Contract, the AgencyComptroller, through a duly authorized employee, may Terminate the Contract whenever the Agency Comptroller makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing State by providing at least sixty (60) calendar days' written notice of Termination to Contractor pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) 2. Notwithstanding any provisions in this Contract, DASthe Comptroller, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. 3. If for any reason, the Contractor shall fail to fulfill in a timely manner and proper manner its obligations under this Agreement, the Comptroller shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and the reason therefore specifying the effective date thereof at least thirty (c30) DAS days before the effective date of such termination. In such event, all records and data prepared by the Contractor under this Agreement shall become available for audit. The Contractor shall not be relieved of liability to the Comptroller for damages sustained by the Comptroller by virtue of any breach of the Agreement by the Contractor, and the Comptroller may withhold any payments to the Contractor for the purposes of set-off until such time as the exact amount of damages to the Comptroller is determined. 4. The Comptroller shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS Comptroller for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASComptroller, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency Comptroller all Records. The Records are deemed to be the property of the Client Agency Comptroller and the Contractor shall deliver them to the Client Agency Comptroller no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS Comptroller for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. (d) 5. Upon receipt of a written notice of Termination or Cancellation from DASthe Comptroller, the Contractor shall cease operations as directed by DAS the Comptroller in the notice, and take all actions that are necessary or appropriate, or that DAS the Comptroller may reasonably direct, for the protection and preservation of the Goods goods and any other property. Except for any work which DAS the Comptroller directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To 6. In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency Comptroller shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency Comptroller in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the Comptroller is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredComptroller, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency Comptroller designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency Comptroller all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency Comptroller may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) Notwithstanding any provisions in this Contract, the Agency, through a duly authorized employee, may Terminate terminate the Contract whenever the Agency makes a written determination that such Termination termination is in the best interests of the State. The Agency shall notify the Contractor in writing of Termination pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) Notwithstanding any provisions in this Contract, DASthe Agency, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel Terminate the Contract in accordance with the provisions in the Breach section of this Contract. (c) DAS The Agency shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS the Agency for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASthe Agency, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency all Records. The Records are deemed to be the property of the Client Agency and the Contractor shall deliver them to the Client Agency no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS the Agency for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. (d) Upon receipt of a written notice of Termination or Cancellation from DASthe Agency, the Contractor shall cease operations as directed by DAS the Agency directs in the notice, and take all actions that are necessary or appropriate, or that DAS the Agency may reasonably direct, for the protection and preservation of the Goods and any other property. Except for any work which DAS the Agency directs the Contractor to Perform in the notice prior to the effective date of Termination or CancellationTermination, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To the extent that the Agency has issued a purchase order prior to the notice of Termination Termination, Cancellation or Expiration and the Contractor has begun Performance against that purchase order in good faith, the Agency shall, within forty-five (45) days of having received an invoice from the Contractor for such Performance, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for all actual and reasonable costs incurred after Termination Termination, Cancellation or Expiration in completing those portions of the Performance which the notice required the Contractor to complete. Upon and as requested by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is required, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all Performance as the Agency may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS the Agency may Cancel Terminate the Contract in accordance with its terms and revoke any consents consent to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) Notwithstanding any provisions in this Contractthe Invitation to Bid, including these Terms and Conditions, DOIT’s Chief Information Officer (“CIO”), or the Agency, through a duly authorized employeeCIO’s designee, may Terminate or Cancel the Contract whenever the Agency CIO makes a written determination that such Termination or Cancellation is in the best interests of the State. The Agency DOIT shall notify the Contractor in writing of Termination or Cancellation pursuant to this section, which notice shall specify the effective date of Termination or Cancellation and the extent to which the Contractor must complete Performance performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) Notwithstanding any provisions in this Contract, DAS, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. (c) DAS The CIO shall send the notice of Termination or Cancellation via certified registered mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS the State for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASthe State, the Contractor shall immediately discontinue all services and take all actions affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency State all Records. The Records are deemed to be the property of the Client Agency State and the Contractor shall deliver them to the Client Agency DOIT no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS the State for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII ASCEE or .TXT. (dc) Upon receipt of a written notice of Termination or Cancellation from DASthe State, the Contractor shall cease operations as directed by DAS the State in the notice, and take all actions that are necessary or appropriate, or that DAS the State may reasonably direct, for the protection and preservation of the Goods Systems, Systems Properties and any other property. Except for any work which DAS DOIT directs the Contractor Bidder to Perform perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (ed) To In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency State shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance performance rendered and accepted by the Agency State in accordance with Exhibit A. In additionthe compensation provisions of the Contract, the Agency shall also pay or reimburse the Contractor for in addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the State is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredState, the Contractor shall (1) assign to the AgencyState, or any replacement contractor which the Agency State designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency State all Records and other information pertaining to its Performanceperformance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all performance as the Agency State may request. (fe) For breach or violation of any of the provisions in the section of these Terms and Conditions concerning Representations and and (f) Warranties, DAS the State may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract. (h) Termination or Cancellation of the Contract pursuant to this section shall not be deemed to be a breach of contract by the State.

Termination, Cancellation and Expiration. (a) Notwithstanding any provisions in this Contract, the Agency, through a duly authorized employee, may Terminate the Contract whenever the Agency makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing of Termination pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) . Notwithstanding any provisions in this Contract, DASthe Agency, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel Terminate the Contract in accordance with the provisions in the Breach section of this Contract. (c) DAS . The Agency shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS the Agency for purposes of correspondence, or by hand delivery. Upon receiving such the notice from DASthe Agency, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency all Records. The Records are deemed to be the property of the Client Agency and the Contractor shall deliver them to the Client Agency no later than thirty (30) days after the Termination, Cancellation or Expiration Termination of the Contract or fifteen (15) days after the Contractor receives a written request from DAS the Agency for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. (d) . Upon receipt of a written notice of Termination or Cancellation from DASthe Agency, the Contractor shall cease operations as directed by DAS the Agency directs in the notice, and take all actions that are necessary or appropriate, or that DAS the Agency may reasonably direct, for the protection and preservation of the Goods and any other property. Except for any work which DAS the Agency directs the Contractor to Perform in the notice prior to the effective date of Termination or CancellationTermination, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) . To the extent that the Agency has issued a purchase order prior to the notice of Termination and the Contractor has begun Performance against that purchase order in good faith, the Agency shall, within forty-five (45) days of having received an invoice from the Contractor for such Performance, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for all actual and reasonable costs incurred after Termination in completing those portions of the Performance which the notice required the Contractor to complete. Upon and as requested by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is required, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency may request. (f) . For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS the Agency may Cancel Terminate the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) . Upon Termination, Cancellation or Expiration Termination of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration Termination to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract. Termination of the Contract pursuant to this section shall not be deemed to be a breach of contract by the Agency.

Termination, Cancellation and Expiration. (a) Notwithstanding any other provisions in this Contract, the AgencyUniversity, through a duly authorized employee, may Terminate terminate the Contract whenever the Agency University makes a written determination that such Termination is in the best interests of the State. The Agency University shall notify the Contractor in writing of Termination pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) Notwithstanding any provisions in this Contract, DASthe University, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. (c) DAS The University shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS the University for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASthe University, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency University, all Records. The Records are deemed to be the property of the Client Agency University and the Contractor shall deliver them to the Client Agency University, no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS the University for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. (d) Upon receipt of a written notice of Termination or Cancellation from DASthe University, the Contractor shall cease operations as directed by DAS the University in the notice, and take all actions that are necessary or appropriate, or that DAS the University may reasonably direct, for the protection and preservation of the Goods and any other property. Except for any work which DAS the University directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency University, shall, within forty-five DRAFT (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency University in accordance with Exhibit A. In additionA, the Agency shall also pay or reimburse the Contractor for in addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the University is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredUniversity, the Contractor shall (1) assign to the AgencyUniversity, or any replacement contractor which the Agency University designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency University all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all Performance as the Agency University may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS the University may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract. (h) Termination or Cancellation of the Contract pursuant to this section shall not be deemed to be a breach of contract by the University.

Termination, Cancellation and Expiration. a. Either Party may terminate this Agreement without cause upon ninety (a90) days advanced written notice to the other Party. b. Notwithstanding any provisions in this ContractAgreement, the AgencyComptroller, through a duly authorized employee, may Terminate the Contract Agreement whenever the Agency Comptroller makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing State by providing at least sixty (60) calendar days' written notice of Termination to CVS Health pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) c. Notwithstanding any provisions in this ContractAgreement, DASthe Comptroller, through a duly authorized employee, may, after making a written determination that the Contractor CVS Health has breached the ContractAgreement, Cancel cancel the Contract Agreement in accordance with the provisions in the Breach section of this ContractAgreement. d. If for any reason, CVS Health shall fail to fulfill in a timely manner and proper manner its obligations under this Agreement, the Comptroller shall thereupon have the right to terminate this Agreement by giving written notice to CVS Health of such termination and the reason therefore specifying the effective date thereof at least thirty (c30) DAS days before the effective date of such termination. In such event, all records and data prepared by CVS Health under this Agreement shall become available for audit. CVS Health shall not be relieved of liability to the Comptroller for damages sustained by the Comptroller by virtue of any breach of the Agreement by CVS Health, and the Comptroller may withhold any payments to CVS Health for the purposes of set-off until such time as the exact amount of damages to the Comptroller is determined. e. The Comptroller shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor CVS Health at the most current address which the Contractor CVS Health has furnished to DAS Comptroller for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASComptroller, the Contractor CVS Health shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency Comptroller all Records. The Records are deemed to be the property of the Client Agency Comptroller and the Contractor CVS Health shall deliver them to the Client Agency Comptroller no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract Agreement or fifteen (15) days after the Contractor CVS Health receives a written request from DAS Comptroller for the Records. The Contractor CVS Health shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. (d) f. Upon receipt of a written notice of Termination or Cancellation from DASthe Comptroller, the Contractor CVS Health shall cease operations as directed by DAS the Comptroller in the notice, and take all actions that are necessary or appropriate, or that DAS the Comptroller may reasonably direct, for the protection and preservation of the Goods goods and any other property. Except for any work which DAS the Comptroller directs the Contractor CVS Health to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor CVS Health shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To g. In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency Comptroller shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor CVS Health for its Performance rendered and accepted by the Agency in substantial accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for this Agreement in addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which CVS Health was required to complete by the notice required notice. However, CVS Health is not entitled to receive and the Contractor Comptroller is not obligated to completetender to CVS Health any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractorsComptroller, if any, and if their consent is required, the Contractor CVS Health shall (1) assign to the AgencyState or any agency of the State designated by the State, or any replacement contractor which the Agency Comptroller designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency Comptroller all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency Comptroller may reasonably request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) 1. Notwithstanding any provisions in this Contract, the AgencyComptroller, through a duly authorized employee, may Terminate the Contract whenever the Agency Comptroller makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing State by providing at least sixty (60) calendar days' written notice of Termination to Contractor pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) 2. Notwithstanding any provisions in this Contract, DASthe Comptroller, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. 3. If for any reason, the Contractor shall fail to fulfill in a timely manner and proper manner its obligations under this Agreement, and the Contractor has not cured such defect within a reasonable time after it receives notice thereof from Comptroller, the Comptroller shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and the reason therefore specifying the effective date thereof at least thirty (c30) DAS days before the effective date of such termination. In such event, all records and data prepared by the Contractor under this Agreement shall become available for audit. 4. The Comptroller shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS Comptroller for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASComptroller, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency Comptroller all Records. The Records are deemed to be the property of the Client Agency Comptroller and the Contractor shall deliver them to the Client Agency Comptroller no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS Comptroller for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. Notwithstanding the foregoing, Contractor shall be entitled to retain records consisting of test results and other patient health information necessary to comply with applicable law, including CLIA and HIPAA. (d) 5. Upon receipt of a written notice of Termination or Cancellation from DASthe Comptroller, the Contractor shall cease operations as directed by DAS the Comptroller in the notice, and take all actions that are necessary or appropriate, or that DAS the Comptroller may reasonably direct, for the protection and preservation of the Goods goods and any other property. Except for any work which DAS the Comptroller directs the Contractor to Perform in the notice prior to the effective date of Termination or DocuSign Envelope ID: 1D737AE2-D7DC-4AA7-BFF2-52D9D31500C3 Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To 6. In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency Comptroller shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency Comptroller in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the Comptroller is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredComptroller, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency Comptroller designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency Comptroller all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency Comptroller may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) 1. Notwithstanding any provisions in this Contract, the AgencyComptroller, through a duly authorized employee, may Terminate the Contract whenever the Agency Comptroller makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing State by providing at least sixty (60) calendar days' written notice of Termination to Contractor pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) 2. Notwithstanding any provisions in this Contract, DASthe Comptroller, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. 3. If for any reason, the Contractor shall fail to fulfill in a timely manner and proper manner its obligations under this Agreement, the Comptroller shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and the reason therefore specifying the effective date thereof at least thirty (c30) DAS days before the effective date of such termination. In such event, all records and data prepared by the Contractor under this Agreement shall become available for audit. 4. The Comptroller shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS Comptroller for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASComptroller, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency Comptroller all Records. The Records are deemed to be the property of the Client Agency Comptroller and the Contractor shall deliver them to the Client Agency Comptroller no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS Comptroller for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. Notwithstanding the foregoing, Contractor DocuSign Envelope ID: E287E3B9-1F78-4C42-B20B-404876BB92AA shall be entitled to retain records consisting of test results and other patient health information necessary to comply with applicable law, including CLIA and HIPAA. (d) 5. Upon receipt of a written notice of Termination or Cancellation from DASthe Comptroller, the Contractor shall cease operations as directed by DAS the Comptroller in the notice, and take all actions that are necessary or appropriate, or that DAS the Comptroller may reasonably direct, for the protection and preservation of the Goods goods and any other property. Except for any work which DAS the Comptroller directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To 6. In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency Comptroller shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency Comptroller in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the Comptroller is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredComptroller, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency Comptroller designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency Comptroller all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency Comptroller may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

Termination, Cancellation and Expiration. (a) 1. Notwithstanding any provisions in this Contract, the AgencyComptroller, through a duly authorized employee, may Terminate the Contract whenever the Agency Comptroller makes a written determination that such Termination is in the best interests of the State. The Agency shall notify the Contractor in writing State by providing at least sixty (60) calendar days' written notice of Termination to Contractor pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete Performance under the Contract prior to such date. The Contractor is not entitled to receive and the Agency is not obligated to tender to the Contractor any payments or reimbursements for anticipated or lost profits. (b) 2. Notwithstanding any provisions in this Contract, DASthe Comptroller, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Cancel the Contract in accordance with the provisions in the Breach section of this Contract. 3. If for any reason, the Contractor shall fail to fulfill in a timely manner and proper manner its obligations under this Agreement, and the Contractor has not cured such defect within a reasonable time after it receives written notice thereof from Comptroller, the Comptroller shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and the reason therefore specifying the effective date thereof at least thirty (c30) DAS days before the effective date of such termination. In such event, all records and data prepared by the Contractor under this Agreement shall become available for audit. 4. The Comptroller shall send the notice of Termination or Cancellation via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to DAS Comptroller for purposes of correspondence, or by hand delivery. Upon receiving such notice from DASComptroller, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Client Agency Comptroller all Records. The Records are deemed to be the property of the Client Agency Comptroller and the Contractor shall deliver them to the Client Agency Comptroller no later than thirty (30) days after the Termination, Cancellation or Expiration of the Contract or fifteen (15) days after the Contractor receives a written request from DAS Comptroller for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT. Notwithstanding the foregoing, Contractor shall be entitled to retain records consisting of test results and other patient health information necessary to comply with applicable law, including CLIA and HIPAA. (d) 5. Upon receipt of a written notice of Termination or Cancellation from DASthe Comptroller, the Contractor shall cease operations as directed by DAS the Comptroller in the notice, and take all actions that are necessary or appropriate, or that DAS the Comptroller may reasonably direct, for the protection and preservation of the Goods goods and any other property. Except for any work which DAS the Comptroller directs the Contractor to Perform in the notice prior to the effective date of Termination or Cancellation, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments. (e) To 6. In the extent that the Agency has issued a purchase order prior to the notice case of any Termination and the Contractor has begun Performance against that purchase order in good faithor Cancellation, the Agency Comptroller shall, within forty-five (45) days of having received an invoice from the Contractor for such Performanceeffective date of Termination or Cancellation, pay or reimburse the Contractor for its Performance rendered and accepted by the Agency Comptroller in accordance with Exhibit A. In addition, the Agency shall also pay or reimburse the Contractor for addition to all actual and reasonable costs incurred after Termination or Cancellation in completing those portions of the Performance which the notice Contractor was required to complete by the notice. However, the Contractor is not entitled to completereceive and the Comptroller is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon and as requested request by the Agency and after consent of the Contractor’s subcontractors, if any, and if their consent is requiredComptroller, the Contractor shall (1) assign to the Agency, or any replacement contractor which the Agency Comptroller designates, all subcontracts, purchase orders and other commitments, (2) deliver to the Agency Comptroller all Records and other information pertaining to its Performance, and (3) remove from State premises, whether leased or owned, all such equipment, waste material and rubbish related to its Performance, all as the Agency Comptroller may request. (f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, DAS may Cancel the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. (g) Upon Termination, Cancellation or Expiration of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination, Cancellation or Expiration of the Contract. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination, Cancellation or Expiration to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.