Common use of Termination for Cause by DIR Clause in Contracts

Termination for Cause by DIR. Subject to the applicable notice and cure provisions in Section 11.02 (c), DIR re- serves the right to terminate this CTSA, in whole or in part, without recourse, upon Vendor’s Material Breach including but not limited to the following conditions (each a Cause): (1) Failure to adhere to laws, rules, ordinances, or orders. (A) DIR may terminate this CTSA upon making a determination, in its sole and absolute discretion, that Vendor failed to adhere to any laws, ordi- nances rules, regulations, or orders of any public authority having juris- diction and such violation prevents or substantially impairs performance of Vendor’s duties under this CTSA. (B) DIR may terminate this CTSA if a court of competent jurisdiction finds Vendor failed to adhere to any laws, ordinances, rules, regulations, or or- ders of any public authority having jurisdiction and such violation pre- vents or substantially impairs performance of Vendor’s duties under this CTSA. (2) Breach of confidentiality. DIR may terminate this CTSA if Vendor breaches Article 10 or confidentiality laws with respect to the Services provided under this CTSA. (3) Termination for gifts and gratuities. (A) DIR may terminate this CTSA following its determination that Vendor, its employees, agents or Subcontractors have either offered or given any Thing of Value to an officer or employee of DIR, a Customer or the State in violation of State law. DIR may terminate this CTSA following a deter- mination by a competent judicial or quasi-judicial authority and Vendor’s exhaustion of all legal remedies that Vendor, its employees, agents or Subcontractors have either offered or given a Thing of Value to an officer or employee of DIR, a Customer or the State in violation of State law. (B) Vendor must include a similar provision to that in Section 11.03(d)(3)(A) above, in each TEX-AN NG Customer Service Agreement and all Sub- contracts and will enforce this provision against an agent or a Subcon- tractor who has offered or given any Thing of Value to any of the persons or entities described in this Section 11.03(d), whether or not the offer or gift was in Vendor’s behalf. (C) Termination of a Subcontract by Vendor pursuant to this provision will not be a cause for termination of this CTSA unless: (1) Vendor fails to replace such terminated Subcontractor within a rea- sonable time; and (2) Such failure constitutes Cause as described in this Section 11.03. (D) For purposes of this Section, a Thing of Value means any item of tangible or intangible property that has a monetary value of more than fifty dollars ($50.00) and includes, but is not limited to, cash, food, lodging, enter- tainment, and charitable contributions. The term does not include contri- butions to holders of public office or candidates for public office who are paid and who reports such payments in accordance with State or Federal law.

Termination for Cause by DIR. Subject to the applicable notice and cure provisions in Section 11.02 (c), DIR re- serves the right to terminate this CTSA, in whole or in part, without recourse, upon Vendor’s Material Breach including but not limited to the following conditions (each a Cause): (1) Failure to adhere to laws, rules, ordinances, or orders. (A) DIR may terminate this CTSA upon making a determination, in its sole and absolute discretion, that Vendor failed to adhere to any laws, ordi- nances ordin- ances rules, regulations, or orders of any public authority having juris- diction jurisdic- tion and such violation prevents or substantially impairs performance of Vendor’s duties under this CTSA. (B) DIR may terminate this CTSA if a court of competent jurisdiction finds Vendor failed to adhere to any laws, ordinances, rules, regulations, or or- ders of any public authority having jurisdiction and such violation pre- vents or substantially impairs performance of Vendor’s duties under this CTSA. (2) Breach of confidentiality. DIR may terminate this CTSA if Vendor breaches Article 10 or confidentiality laws with respect to the Services provided under this CTSA. (3) Termination for gifts and gratuities. (A) DIR may terminate this CTSA following its determination that Vendor, its employees, agents or Subcontractors have either offered or given any Thing of Value to an officer or employee of DIR, a Customer or the State in violation of State law. DIR may terminate this CTSA following a deter- mination by a competent judicial or quasi-judicial authority and Vendor’s exhaustion of all legal remedies that Vendor, its employees, agents or Subcontractors have either offered or given a Thing of Value to an officer or employee of DIR, a Customer or the State in violation of State law. (B) Vendor must include a similar provision to that in Section 11.03(d)(3)(A11.03(d)(5)(A) abovebelow, in each TEX-AN NG Customer Service Agreement and all Sub- contracts and will enforce this provision against an agent or a Subcon- tractor who has offered or given any Thing of Value to any of the persons or entities described in this Section 11.03(d), whether or not the offer or gift was in Vendor’s behalf. (C) Termination of a Subcontract by Vendor pursuant to this provision will not be a cause for termination of this CTSA unless: (1) Vendor fails to replace such terminated Subcontractor within a rea- sonable time; and (2) Such failure constitutes Cause as described in this Section 11.03. (D) For purposes of this Section, a Thing of Value means any item of tangible or intangible property that has a monetary value of more than fifty dollars ($50.00) and includes, but is not limited to, cash, food, lodging, enter- tainment, and charitable contributions. The term does not include contri- butions to holders of public office or candidates for public office who are paid and who reports such payments in accordance with State or Federal law.