Termination for Princeton University’s Default. If Princeton University fails to make payments to Professional Services Contractor in accordance with this BOA, exclusive of payments disputed by Princeton University in good faith, such failure shall be considered substantial nonperformance and cause for termination, or, at Professional Services Contractor’s option, cause for suspension of performance of services under this BOA. If Professional Services Contractor elects to suspend services, prior to suspension of services, Professional Services Contractor shall give seven (7) days’ written notice to Princeton University. In the event of the suspension of services, Professional Services Contractor shall have no liability to Princeton University for delay or damage caused Princeton University because of such suspension of services. Before resuming services, Professional Services Contractor shall be paid all sums due, except amounts disputed by Princeton University in good faith, prior to suspension and any expenses incurred in the interruption and resumption of Professional Services Contractor’s services. Professional Services Contract’s fee for the remaining services and the time schedules shall be equitably adjusted. If Professional Services Contractor elects to terminate this BOA for nonpayment or other material breach of BOA, the Professional Services Contractor shall notify Princeton University, in writing, of the termination for default, and the reasons prompting it. Thereafter, Princeton University shall have ten (10) days to cure such default (“Cure Period”) or a reasonable period of time if it is practically impossible to cure such default within ten days provided that Princeton University gives Professional Services Contractor reasonable assurances that a satisfactory cure will be effectuated within such reasonable time. Should the default not be cured, nor reasonable assurances given that the default will be cured within a reasonable time, the termination shall take effect, without further notice, on the date specified in the notice. However, the termination will not take effect if, before the termination's effective date, Professional Services Contractor delivers to Princeton University a written revocation of the termination.
