Common use of Termination Procedure Clause in Contracts

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by DCYF, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the extent of the liability of DCYF. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF may withhold from any amounts due the Contractor such sum as DCYF determines to be necessary to protect DCYF against potential loss or liability. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDURE) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. After receipt of a notice of termination, and except as otherwise directed by DCYF, the Contractor shall: (1) Stop work under the contract on the date, and to the extent specified, in the notice; (2) Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated; (3) Assign to DCYF, in the manner, at the times, and to the extent directed by DCYF, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF to the extent DCYF may require, which approval or ratification shall be final for all the purposes of this clause; (5) Transfer title to DCYF and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) Take such action as may be necessary, or as DCYF may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF has or may acquire an interest.

Termination Procedure. a. A. Upon termination of this Contract contract, the DCYFDistrict, in addition to any other rights provided in this Contractcontract, may require the Contractor contractor to deliver to DCYF the District any property specifically produced or acquired for the performance of such part of this Contract agreement as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the "Treatment of Assets" clause shall apply in such property transfer. b. DCYF B. The District shall pay to the Contractor contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, the District and the amount agreed upon by the Contractor contractor and DCYF the contracting officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which that are accepted by DCYFthe District, and (ivd) the protection and preservation of the property, unless the termination is for default, in which case DCYF and Contractor may agree to the contracting officer shall determine the extent of the liability of DCYFthe District. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the "Disputes" clause of this Contract. DCYF agreement. C. The District may withhold from any amounts due the Contractor contractor for such completed work or services such sum as DCYF the contracting officer determines to be necessary to protect DCYF the District against potential loss or liability. c. D. The rights and remedies of DCYF the District provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractagreement. d. E. After receipt of a notice of termination, and except as otherwise directed by DCYFthe contracting officer, the Contractor contractor shall: (1) F. Stop work under the contract agreement on the date, date and to the extent specified, specified in the notice; (2) G. Place no further orders or subcontracts for materials, services, services or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) H. Assign to DCYFthe District, in the manner, at the times, and to the extent directed by DCYFthe contracting officer, all of the rights, titletitles, and interest of the Contractor contractor under the orders and subcontracts so terminated, in which case DCYF the District has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;. (4) I. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the contracting officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) J. Transfer title to DCYF the District and deliver deliver, in the manner, at the times, times and to the extent as directed by this Contract or by DCYF the contracting officer, any property which, if the contract had been completed, would have been required to be furnished to DCYFthe District; (6) K. Complete performance of such part of the work as shall not have been terminated by DCYFthe contracting officer; and, (7) L. Take such action as may be necessary, necessary or as DCYF the contracting officer may direct, for the protection and preservation of the property related to this contract which agreement that is in the possession of the Contractor contractor and in which DCYF the District has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, contract DOH may require the Contractor to deliver to DCYF DOH any property specifically produced or acquired for the performance of such part of this Contract contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, and DOH. In addition DOH shall pay the amount agreed upon by the Contractor and DCYF the Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . If the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFDOH. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the Disputes clause of this Contractcontract. DCYF DOH may withhold from any amounts due the Contractor for such completed work or services such sum as DCYF the Contracting Officer determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Contracting Officer, the Contractor shall: (1) : • Stop work under the contract on the date, date and to the extent specified, specified in the notice; (2) ; • Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) ; • Assign to DCYFDOH, in the manner, at the times, and to the extent directed by DCYFthe Contracting Officer, all of the rights, titletitles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . • Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF the Contracting Officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; • Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as directed by this Contract or by DCYF the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) DOH; • Complete performance of such part of the work as shall not have been terminated by DCYFthe Contracting Officer; and (7) , • Take such action as may be necessary, or as DCYF the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF DOH has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, contract DOH may require the Contractor to deliver to DCYF DOH any property specifically produced or acquired for the performance of such part of this Contract contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the Treatment of Assets clause shall apply in such property transfer. b. DCYF . DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, and DOH. In addition DOH shall pay the amount agreed upon by the Contractor and DCYF the Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . If the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFDOH. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the Disputes clause of this Contractcontract. DCYF DOH may withhold from any amounts due the Contractor for such completed work or services such sum as DCYF the Contracting Officer determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Contracting Officer, the Contractor shall: (1) :  Stop work under the contract on the date, date and to the extent specified, specified in the notice; (2) ;  Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) ;  Assign to DCYFDOH, in the manner, at the times, and to the extent directed by DCYFthe Contracting Officer, all of the rights, titletitles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) .  Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF the Contracting Officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) ;  Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as directed by this Contract or by DCYF the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) DOH;  Complete performance of such part of the work as shall not have been terminated by DCYFthe Contracting Officer; and (7) ,  Take such action as may be necessary, or as DCYF the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF DOH has or may acquire an interest.

Termination Procedure. a. i. Upon the occurrence of Lessee Event of Default, the Lessor shall deliver a default notice to the Lessee reasonably detailing the Lessees Event of Default. ii. If the Lessee fails to rectify default within 30 (Thirty) Business Days of the receipt of the default notice, the Lessor may, without prejudice to any other right or remedy it may possess under this Agreement or under any Applicable Laws, terminate this Agreement after providing written notice to the Lessee advising Termination of this Agreement ("Termination Notice"). iii. The Termination shall be effective from the date mentioned therein which shall not exceed 30 (Thirty) Business Days from the date of issuance of Termination Notice. During the period specified in the Termination Notice, the Parties shall, subject where applicable to the provisions of Article 7, continue to perform their respective obligations under this Agreement which are capable of being performed with the object, as far as possible, of ensuring continued availability of the Project to the user, failing which the Lessee shall compensate NRANVP for any loss or damage occasioned or suffered on account of the underlying failure/breach. iv. Upon termination of the Lease/this Contract Agreement, the DCYF, in addition Lessee shall a. Within fifteen (15) days pay to the NRANVP any other rights provided outstanding payment as set out in this Contract, may require the Contractor Agreement prior to deliver to DCYF any property specifically produced or acquired for the performance of such part termination of this Contract as has Agreement. It is clarified that the termination of this Agreement shall in no way prejudice or affect the rights of NRANVP to recover from the Lessee, cost and expenses to rectify/restore, any damage which may have been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfercaused to the Project Land/physical structures appurtenant thereto or any part thereof made by the Lessee, pursuant to this Agreement. b. DCYF shall pay Inform all related Persons or Government Authorities that it is no longer associated with the Project and handover all the requisite Approvals, Applicable Permits and other documents to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by DCYF, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the extent of the liability of DCYF. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF may withhold from any amounts due the Contractor such sum as DCYF determines to be necessary to protect DCYF against potential loss or liabilityNRANVP. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDURE) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. After receipt of a notice of termination, and except as otherwise directed by DCYF, the Contractor shall: (1) Stop work under the contract on the date, and to the extent specified, in the notice; (2) Place no further orders or subcontracts for materials, services, or facilities except Do all such things as may be necessary required by the NRANVP for completion of such portion of transfer or handover the work under the Contract as is not terminated; (3) Assign to DCYF, in the manner, at the times, and to the extent directed by DCYF, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF to the extent DCYF may require, which approval or ratification shall be final for all the purposes of this clause; (5) Transfer title to DCYF and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) Take such action as may be necessary, or as DCYF may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF has or may acquire an interestProject Land/Project.

Termination Procedure. a. Upon termination of this Contract Contract, the DCYFOSOS, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF the OSOS any property specifically produced produced, furnished, or acquired for the performance of such part of this Contract as that has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF OSOS shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, the OSOS and the amount agreed upon by the Contractor and DCYF the OSOS for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services services, which are accepted by DCYFthe OSOS, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to case, the OSOS shall determine the extent of the liability of DCYFthe OSOS. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the “Disputes” provision of this Contract. DCYF The OSOS may withhold from the Contractor any amounts due the Contractor such sum as DCYF OSOS determines to be necessary to protect DCYF the OSOS against potential loss or liability. c. . The rights and remedies of DCYF the OSOS provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. . After receipt of a notice of termination, termination and except as otherwise directed by DCYFthe OSOS, the Contractor shall: (1) :  Stop work under the contract Contract on the date, date and to the extent specified, specified in the notice; (2) .  Place no further orders or subcontracts for materials, services, or facilities except as which may be necessary for completion of such portion of the work under the Contract as that is not terminated; (3) .  Assign to DCYF, the OSOS in the manner, at the times, and to the extent directed by DCYFthe OSOS, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the OSOS has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) .  Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, subcontracts with the approval or ratification of DCYF the Secretary of State to the extent DCYF the Secretary of State may require, which approval or ratification shall be final for all the purposes of this clause; (5) provision.  Transfer title to DCYF the OSOS and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF the Secretary of State any property property, which, if the contract Contract had been completed, would have been required to be furnished to DCYF; (6) the Contract.  Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) the Secretary of State.  Take such action as that may be necessary, or as DCYF the Secretary of State may direct, for the protection and preservation of the property related to this contract the Contract which is in the possession of the Contractor and in which DCYF the OSOS has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, contract DOH may require the Contractor to deliver to DCYF DOH any property specifically produced or acquired for the performance of such part of this Contract contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, and DOH. In addition DOH shall pay the amount agreed upon by the Contractor and DCYF the Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . If the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFDOH. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the Disputes clause of this Contractcontract. DCYF DOH may withhold from any amounts due the Contractor for such completed work or services such sum as DCYF the Contracting Officer determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Contracting Officer, the Contractor shall: (1) :  Stop work under the contract on the date, date and to the extent specified, specified in the notice; (2) ;  Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) ;  Assign to DCYFDOH, in the manner, at the times, and to the extent directed by DCYFthe Contracting Officer, all of the rights, titletitles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) .  Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF the Contracting Officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) ;  Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as directed by this Contract or by DCYF the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) DOH;  Complete performance of such part of the work as shall not have been terminated by DCYFthe Contracting Officer; and (7) ,  Take such action as may be necessary, or as DCYF the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF DOH has or may acquire an interest.

Termination Procedure. a. A. Upon termination of this Contract contract, the DCYFDistrict, in addition to any other rights provided in this Contractcontract, may require the Contractor contractor to deliver to DCYF the District any property specifically produced or acquired for the performance of such part of this Contract agreement as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the "Treatment of Assets" clause shall apply in such property transfer. b. DCYF B. The District shall pay to the Contractor contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, the District and the amount agreed upon by the Contractor contractor and DCYF the contracting officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which that are accepted by DCYFthe District, and (ivd) the protection and preservation of the property, unless the termination is for default, in which case DCYF and Contractor may agree to the contracting officer shall determine the extent of the liability of DCYFthe District. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the "Disputes" clause of this Contract. DCYF agreement. C. The District may withhold from any amounts due the Contractor contractor for such completed work or services such sum as DCYF the contracting officer determines to be necessary to protect DCYF the District against potential loss or liability. c. D. The rights and remedies of DCYF the District provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractagreement. d. E. After receipt of a notice of termination, and except as otherwise directed by DCYFthe contracting officer, the Contractor contractor shall: (1) F. Stop work under the contract agreement on the date, date and to the extent specified, specified in the notice; (2) G. Place no further orders or subcontracts for materials, services, services or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) Assign X. Xxxxxx to DCYFthe District, in the manner, at the times, and to the extent directed by DCYFthe contracting officer, all of the rights, titletitles, and interest of the Contractor contractor under the orders and subcontracts so terminated, in which case DCYF the District has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;. (4) I. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the contracting officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) X. Transfer title to DCYF the District and deliver deliver, in the manner, at the times, times and to the extent as directed by this Contract or by DCYF the contracting officer, any property which, if the contract had been completed, would have been required to be furnished to DCYFthe District; (6) X. Complete performance of such part of the work as shall not have been terminated by DCYFthe contracting officer; and, (7) L. Take such action as may be necessary, necessary or as DCYF the contracting officer may direct, for the protection and preservation of the property related to this contract which agreement that is in the possession of the Contractor contractor and in which DCYF the District has or may acquire an interest.

Termination Procedure. a. In addition to the procedures set forth below, if the Purchasing Activity terminates this Contract, Contractor shall follow any procedures the Contract Administrator specifies in the termination notice. Upon termination of this Contract the DCYF, and in addition to any other rights provided in this Contract, Contract Administrator may require the Contractor to deliver to DCYF the Purchaser any property specifically produced or acquired for the performance of such part of this Contract contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the "Treatment of Assets" clause shall apply in such property transfer. b. DCYF . The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted Accepted by DCYFthe Purchaser, and the amount agreed upon by the Contractor and DCYF the Purchaser for (i) completed work and service(s) materials, supplies, services rendered and/or equipment for which no separate price is stated, (ii) partially completed work and service(s)materials, supplies, services rendered and/or equipment, (iii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DCYFthe Purchaser, and (iv) the protection and preservation of property, unless the termination is for defaultcause, in which case DCYF the Purchasing Activity and Contractor may agree to the Purchaser shall determine the extent of the liability of DCYFthe Purchaser. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the "Disputes" clause of this Contractcontract. DCYF The Purchaser may withhold from any amounts due the Contractor such sum as DCYF determines the Contract Administrator and Purchaser determine to be necessary to protect DCYF the Purchaser against potential loss or liability. c. . The rights and remedies of DCYF the Purchasing Activity and/or the Purchaser provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by DCYFthe Contract Administrator, the Contractor shall: (1) : Stop work all work, order fulfillment, shipments, and deliveries under the contract Contract on the date, and to the extent specified, in the notice; (2) ; Place no further orders or subcontracts for materials, services, or supplies, equipment and/or facilities in relation to the Contract except as may be is necessary for completion of to complete or fulfill such portion of the work under the Contract as that is not terminated; (3) ; Complete or fulfill such portion of the Contract that is not terminated in compliance with all contractual requirements; Assign to DCYFthe Purchaser, in the manner, at the times, and to the extent directed by DCYFthe Contract Administrator on behalf of the Purchaser, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the Contract Administrator and/or the Purchaser to the extent DCYF Contract Administrator and/or the Purchaser may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; Transfer title to DCYF the Purchaser and deliver in the manner, at the times, and to the extent directed by this the Contract or by DCYF Administrator on behalf of the Purchaser any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYFPurchaser; and (7) Take such action as may be necessary, or as DCYF the Contract Administrator and/or the Purchaser may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF the Purchasing Activity and/or the Purchaser has or may acquire an interest.. CONTRACT EXECUTION

Termination Procedure. a. In addition to the procedures set forth below, if the MCC terminates this Contract, Contractor shall follow any procedures the Contract Administrator specifies in the termination notice. Upon termination of this Contract the DCYF, and in addition to any other rights provided in this Contract, Contract Administrator may require the Contractor to deliver to DCYF the Purchaser any property specifically produced or acquired for the performance of such part of this Contract contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the "Treatment of Assets" clause shall apply in such property transfer. b. DCYF . The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted Accepted by DCYFthe Purchaser, and the amount agreed upon by the Contractor and DCYF the Purchaser for (i) completed work and service(s) materials, supplies, services rendered and/or equipment for which no separate price is stated, (ii) partially completed work and service(s)materials, supplies, services rendered and/or equipment, (iii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DCYFthe Purchaser, and (iv) the protection and preservation of property, unless the termination is for defaultcause, in which case DCYF the MCC and Contractor may agree to the Purchaser shall determine the extent of the liability of DCYFthe Purchaser. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the "Disputes" clause of this Contractcontract. DCYF The Purchaser may withhold from any amounts due the Contractor such sum as DCYF determines the Contract Administrator and Purchaser determine to be necessary to protect DCYF the Purchaser against potential loss or liability. c. . The rights and remedies of DCYF the MCC and/or the Purchaser provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by DCYFthe Contract Administrator, the Contractor shall: (1) . Stop work all work, order fulfillment, shipments, and deliveries under the contract Contract on the date, and to the extent specified, in the notice; (2) . Place no further orders or subcontracts for materials, services, or supplies, equipment and/or facilities in relation to the Contract except as may be is necessary for completion of to complete or fulfill such portion of the work under the Contract as that is not terminated; (3) . Complete or fulfill such portion of the Contract that is not terminated in compliance with all contractual requirements; 4. Assign to DCYFthe Purchaser, in the manner, at the times, and to the extent directed by DCYFthe Contract Administrator on behalf of the Purchaser, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) 5. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the Contract Administrator and/or the Purchaser to the extent DCYF Contract Administrator and/or the Purchaser may require, which approval or ratification shall be final for all the purposes of this clause; (5) 6. Transfer title to DCYF the Purchaser and deliver in the manner, at the times, and to the extent directed by this the Contract or by DCYF Administrator on behalf of the Purchaser any property which, if the contract Contract had been completed, would have been required to be furnished to DCYFthe Purchaser; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) . Take such action as may be necessary, or as DCYF the Contract Administrator and/or the Purchaser may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DCYF the MCC and/or the Purchaser has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract contract the DCYFDepartment, in addition to any other rights provided in this Contractcontract, may require the Contractor contractor to deliver to DCYF the Department any property specifically produced or acquired for the performance of such part of this Contract agreement as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the "Treatment of Assets" clause shall apply in such property transfer. b. DCYF . The Department shall pay to the Contractor contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, the Department and the amount agreed upon by the Contractor contractor and DCYF for (i) completed the contracting officer for: Completed work and service(s) services for which no separate price is stated, (ii) partially . Partially completed work and service(s), (iii) other services. Other property or services which that are accepted by DCYF, and (iv) the Department. The protection and preservation of the property, unless the termination is for default, in which case DCYF and Contractor may agree to the contracting officer shall determine the extent of the liability of DCYFthe Department. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the "Disputes" clause of this Contractagreement. DCYF The Department may withhold from any amounts due the Contractor contractor for such completed work or services such sum as DCYF the contracting officer determines to be necessary to protect DCYF the Department against potential loss or liability. c. . The rights and remedies of DCYF the Department provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. agreement. After receipt of a notice of termination, and except as otherwise directed by DCYFthe contracting officer, the Contractor contractor shall: (1) : Stop work under the contract agreement on the date, date and to the extent specified, specified in the notice; (2) . Place no further orders or subcontracts for materials, services, services or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) . Assign to DCYFthe Department, in the manner, at the times, and to the extent directed by DCYFthe contracting officer, all of the rights, titletitles, and interest of the Contractor contractor under the orders and subcontracts so terminated, in which case DCYF the Department has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the contracting officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) . Transfer title to DCYF the Department and deliver deliver, in the manner, at the times, times and to the extent as directed by this Contract or by DCYF the contracting officer, any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) the Department. Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) the contracting officer. Take such action as may be necessary, necessary or as DCYF the contracting officer may direct, for the protection and preservation of the property related to this contract which agreement that is in the possession of the Contractor contractor and in which DCYF the Department has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract Contract, the DCYFAgency, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF the Agency any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (the TREATMENT OF ASSETS) ASSETS clause shall apply in such property transfer. b. DCYF . The Agency shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, the Agency and the amount agreed upon by the Contractor and DCYF the Agency for (i1) completed work and service(s) for which no separate price is stated, ; (ii2) partially completed work and service(s), services; (iii3) other property or services which are accepted by DCYF, the Agency; and (iv4) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the Agency shall determine the extent of the liability of DCYFthe Agency. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the DISPUTES clause of this Contract. DCYF The Agency may withhold from any amounts due to the Contractor such sum as DCYF the Agency determines to be necessary to protect DCYF the Agency against potential loss or liability. c. . The rights and remedies of DCYF the Agency provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. . After receipt of a notice of termination, termination and except as otherwise directed by DCYFthe Agency, the Contractor shall: (1) a. Stop work under the contract this Contract on the date, and to the extent specified, in the notice; (2) b. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the this Contract as is not terminated; (3) c. Assign to DCYFthe Agency, in the manner, at the times, and to the extent directed by DCYFthe Agency, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the Agency has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;. (4) Settle x. Xxxxxx all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the Agency to the extent DCYF the Agency may require, which approval or ratification shall be final for all the purposes of this clause; (5) e. Transfer title to DCYF the Agency and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF the Agency any property which, if the contract Contract had been completed, would have been required to be furnished to DCYFthe Agency; (6) f. Complete performance of such part of the work as shall not have been terminated by DCYFthe Agency; and (7) g. Take such action as may be necessary, or as DCYF the Agency may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DCYF the Agency has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, may require the Contractor to must deliver to DCYF the Agency any property specifically produced or acquired for the performance of such part of this Contract as has been terminatedin accordance with the Treatment of Assets provision. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF shall Agency must pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, the Agency and the amount agreed upon by the Contractor and DCYF the Agency for (i) completed the following: Completed work and service(s) services for which no separate price is stated, (ii) partially ; Partially completed work and service(s), (iii) other services; Other property or services which are accepted by DCYF, the Agency; and (iv) the The protection and preservation of property, unless the termination is for defaultcause, in which case DCYF and Contractor may agree to the Director will determine the extent of the liability of DCYFliability. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF The Agency may withhold from any amounts due the Contractor such sum as DCYF the Director determines to be necessary to protect DCYF the Agency against potential loss or liability. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDURE) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. . After receipt of a notice of termination, and except as otherwise directed by DCYFthe Agency’s Contract Manager, the Contractor shall: (1) must: Stop work under the contract Contract on the date, and to the extent specified, specified in the notice; (2) ; Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated; (3) ; Assign to DCYFthe Agency, in the manner, at the times, and to the extent directed by DCYF, the Agency’s Contract Manager all of the rights, titletitles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the Agency has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) ; Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the Agency’s Contract Manager to the extent DCYF he or she may require, which approval or ratification shall be is final for all the purposes of this clause; (5) ; Transfer title to DCYF the Agency and deliver in the manner, at the times, and to the extent extent, if any, as directed by this the Agency’s Contract or by DCYF Manager, any property which, if the contract Contract had been completed, would have been required to be furnished to DCYF; (6) the Agency; Complete performance of such part of the work as shall that has not have been terminated by DCYFterminated; and (7) and Take such action as may be necessary, or as DCYF the Agency’s Contract Manager may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DCYF the Agency has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract Subcontract the DCYFAWC, in addition to any other rights provided in this ContractSubcontract, may require the Contractor Subcontractor to deliver to DCYF AWC any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the “Treatment of Assets” clause shall apply in such property transfer. b. DCYF shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFAWC, and (ivd) the protection and preservation of the property, unless the termination is for default, in which case DCYF and Contractor may agree to AWC shall determine the extent of the liability of DCYFliability. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) of the “Disputes” clause for this ContractSubcontract. DCYF The AWC may withhold from any amounts due to the Contractor Subcontractor such sum as DCYF AWC determines to be necessary to protect DCYF AWC against potential loss or liability. c. . The rights and remedies of DCYF AWC provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. Subcontract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Superintendent, the Contractor Subcontractor shall: (1) a. Stop work under the contract this Subcontract on the date, date and to the extent specified, in the notice; (2) b. Place no further orders or subcontracts for materials, services, services or facilities except as may be necessary for completion of such portion of the work under the Contract as Subcontract that is not terminated; (3) c. Assign to DCYFAWC, in the manner, at the times, and to the extent directed by DCYFthe AWC, all of the rights, title, and interest of the Contractor Subcontractor under the orders and subcontracts so terminated, in which case DCYF AWC has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle x. Xxxxxx all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF AWC to the extent DCYF the AWC may require, which approval or ratification shall be final for all the purposes of this clause; (5) e. Transfer title to DCYF AWC and deliver deliver, in the manner, at the times, times and to the extent as directed by this Contract or by DCYF AWC, any property which, if the contract Subcontract had been completed, would have been required to be furnished to DCYFAWC; (6) f. Complete performance of such part of the work as shall not have been terminated by DCYFAWC; and (7) g. Take such action as may be necessary, or as DCYF AWC may direct, for the protection and preservation of the property related to this contract which Subcontract which, in is in the possession of the Contractor Subcontractor and in which DCYF AWC has or may acquire an interest.

Termination Procedure. a. In addition to the procedures set forth below, if DES terminates this Contract, Contractor shall follow any procedures DES specifies in the termination notice. Upon termination of this Contract the DCYF, and in addition to any other rights provided in this Contract, DES may require the Contractor to deliver to DCYF the Purchaser any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the "Treatment of Assets" clause shall apply in such property transfer. b. DCYF . The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted Accepted by DCYFthe Purchaser, and the amount agreed upon by the Contractor and DCYF the Purchaser for (i) completed work and service(s) materials, supplies, services rendered and/or equipment for which no separate price is stated, (ii) partially completed work and service(s)materials, supplies, services rendered and/or equipment, (iii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DCYFthe Purchaser, and (iv) the protection and preservation of property, unless the termination is for defaultcause, in which case DCYF DES and Contractor may agree to the Purchaser shall determine the extent of the liability of DCYFthe Purchaser. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the "Disputes" clause of this Contract. DCYF The Purchaser may withhold from any amounts due the Contractor such sum as DCYF determines DES and Purchaser determine to be necessary to protect DCYF the Purchaser against potential loss or liability. c. . The rights and remedies of DCYF DES and/or the Purchaser provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. . After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by DCYFDES, the Contractor shall: (1) : • Stop work all work, order fulfillment, shipments, and deliveries under the contract Contract on the date, and to the extent specified, in the notice; (2) ; • Place no further orders or subcontracts SubContracts for materials, services, or supplies, equipment and/or facilities in relation to the Contract except as may be is necessary for completion of to complete or fulfill such portion of the work under the Contract as that is not terminated; (3) ; • Complete or fulfill such portion of the Contract that is not terminated in compliance with all Contractual requirements; • Assign to DCYFthe Purchaser, in the manner, at the times, and to the extent directed by DCYFDES on behalf of the Purchaser, all of the rights, title, and interest of the Contractor under the orders and subcontracts SubContracts so terminated, in which case DCYF the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) SubContracts. • Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontractsSubContracts, with the approval or ratification of DCYF DES and/or the Purchaser to the extent DCYF DES and/or the Purchaser may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; • Transfer title to DCYF the Purchaser and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF DES on behalf of the Purchaser any property which, if the contract Contract had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYFPurchaser; and (7) • Take such action as may be necessary, or as DCYF DES and/or the Purchaser may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DCYF DES and/or the Purchaser has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, contract DOH may require the Contractor to deliver to DCYF DOH any property specifically produced or acquired for the performance of such part of this Contract contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYFDOH. In addition, and DOH shall pay the amount agreed upon by the Contractor and DCYF the Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . If the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFDOH. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the Disputes clause of this Contractcontract. DCYF DOH may withhold from any amounts due the Contractor for such completed work or services such sum as DCYF the Contracting Officer determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Contracting Officer, the Contractor shall: (1) : • Stop work under the contract on the date, date and to the extent specified, specified in the notice; (2) ; • Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) ; • Assign to DCYFDOH, in the manner, at the times, and to the extent directed by DCYFthe Contracting Officer, all of the rights, titletitles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . • Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF the Contracting Officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; • Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as directed by this Contract or by DCYF the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) DOH; • Complete performance of such part of the work as shall not have been terminated by DCYFthe Contracting Officer; and (7) , • Take such action as may be necessary, or as DCYF the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF DOH has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, agreement DOH may require the Contractor to deliver to DCYF DOH any property specifically produced or acquired for the performance of such part of this Contract agreement as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the Treatment of Assets clause shall apply in such property transfer. b. DCYF . DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, and DOH. In addition DOH shall pay the amount agreed upon by the Contractor and DCYF the Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . If the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFDOH. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the Disputes clause of this Contractcontract. DCYF DOH may withhold from any amounts due the Contractor for such completed work or services such sum as DCYF the Contracting Officer determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. agreement. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Contracting Officer, the Contractor shall: (1) : • Stop work under the contract agreement on the date, date and to the extent specified, specified in the notice; (2) ; • Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) ; • Assign to DCYFDOH, in the manner, at the times, and to the extent directed by DCYFthe Contracting Officer, all of the rights, titletitles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . • Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF the Contracting Officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; • Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as directed by this Contract or by DCYF the Contracting Officer, any property which, if the contract agreement had been completed, would have been required to be furnished to DCYF; (6) DOH; • Complete performance of such part of the work as shall not have been terminated by DCYFthe Contracting Officer; and (7) , • Take such action as may be necessary, or as DCYF the Contracting Officer may direct, for the protection and preservation of the property related to this contract agreement which is in the possession of the Contractor and in which DCYF DOH has or may acquire an interest.

Termination Procedure. a. Upon 16.5.1 To the fullest extent permitted by Law and/or the Agreement, the termination of this Contract the DCYF, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF any property specifically produced all or acquired for the performance of such part of this Contract Agreement, for any reason whatsoever, pursuant to Clause 3 or 16, as applicable, shall become effective within five (5) calendar days from receipt of a notice of termination by the relevant Party from the other Party, without it being necessary to take any further action or to seek any consent from the relevant Party or any court having jurisdiction; 16.5.2 The rights of a Party to terminate all or part of this Agreement pursuant to Clause 16 shall be without prejudice to its other rights and remedies available to seek termination of all or part of this Agreement before any court having jurisdiction pursuant to any failure by the relevant Party to perform its obligations under this Agreement; 16.5.3 If a Party decides to terminate part of this Agreement, the notice of termination shall specify the Services and/or items undelivered or unfurnished on the date of such termination for which such partial termination shall be effective; 16.5.4 Any Work Order placed prior to the termination of the Agreement shall remain valid, subject to (i) any sum due by the Company to the Provider under the Agreement and/or any other agreement between the Provider and the Company is paid and (ii), when applicable, the Company has been terminated. The paid in advance the relevant Work Order price; 16.5.5 Notwithstanding the provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF shall hereabove, and to the extent permitted by Law and/or the Agreement, if the Agreement is terminated following a Company Default, the Company will indemnify and pay to the Contractor Provider from time to time on demand against any Loss which the agreed upon priceProvider may sustain or incur directly or indirectly as a result of such Company Default, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for including without limitation: (i) completed work all costs and service(sexpenses incurred by the Provider in recovering possession of the Stock, any Unserviceable LRU, any Core Item, any Spare Main Element, any leased Main Element (when applicable under this Agreement) for which no separate price is statedand in carrying out any works, repair, re-certification, overhaul or replacement required to put the Stock, any Unserviceable LRU, any Core Item, any Spare Main Element and any leased Main Element (when applicable under this Agreement) on condition and in storing and insuring following such repossession; and/or, (ii) partially completed work and service(s)all costs, expenses, loss of profit incurred and/or suffered by the Provider in remarketing the Stock. The Provider will use reasonable endeavours to mitigate such Loss (iii) other property or services which are accepted by DCYF, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the extent within its control to do so), but it shall not be obliged to consult with the Company concerning any proposed course of action or to notify the Company of the liability taking of DCYFany particular action. Failure to agree [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. 16.5.6 Notwithstanding the provisions here above, and to the extent permitted by Law and/or the Agreement, if the Agreement is terminated following a Default, the Defaulting Party shall indemnify and pay to the Non-Defaulting Party from time to time on demand against any Loss which the Non-Defaulting Party may sustain or incur directly or indirectly as a result of such Default, including without limitation, all legal fees and out-of-pocket expenses, stamp, documentary, registration or other like duties, taxes or charges incurred by the liability shall be a dispute Non-Defaulting Party and/or its professional advisers, in connection with enforcing, perfecting, protecting, or preserving (or attempting to enforce, perfect, protect or preserve) any of its rights, or in suing for or recovering any sum, under this Agreement. The Non-Defaulting Party will use reasonable endeavours to mitigate such Losses (to the extent within the meaning of Section (DISPUTES) of this Contract. DCYF may withhold from any amounts due the Contractor such sum as DCYF determines its control to be necessary to protect DCYF against potential loss or liability. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDURE) do so), but it shall not be exclusive obliged to consult with the Defaulting Party concerning any proposed course of action or to notify the Defaulting Party of the taking of any particular action. 16.5.7 Since the Security Deposit and are any interest accrued thereon, is the property of the Provider and is not non-refundable except as set out in addition this Agreement, the Provider may, pursuant to Clause 13 - Security Deposit and without prejudice to any other rights and remedies provided available to it under this Agreement or by law Law, use, apply or retain all or any portion of the Security Deposit in or towards satisfaction of any sums due to it by the Company hereunder or under this Contractany other agreement entered into between it and Company or to compensate or otherwise reimburse the Provider for any sums which it may in its discretion advance or expend as a result of any Company Default and/or Default by the Company. d. After receipt of a notice of termination, and except as otherwise directed by DCYF16.5.8 If this Agreement is terminated upon the Expiry Date, the Contractor shallCompany will indemnify the Provider and pay to the Provider from time to time on demand against any Loss which the Provider may sustain or incur directly or indirectly as a result of the Termination of this Agreement upon the Expiry Date, including without limitation: (1i) Stop work any amounts the Company owes the Provider under this Agreement; (ii) all costs and expenses incurred by the contract Provider in recovering possession of the Stock, any Unserviceable LRU, any Core Item, any spare Main Element, any leased Main Element (when applicable under this Agreement) and in carrying out any works, repair, re-certification, overhaul or replacement required to put the Stock, any Unserviceable LRU, any Core Item and any spare Main Element on condition and in storing and insuring the dateStock, any Unserviceable LRU, any Core Item, any spare Main Element and any leased Main Element (when applicable under this Agreement), following such repossession; (iii) all legal fees and out-of-pocket expenses, stamp, documentary, registration or other like duties, taxes or charges incurred by the Provider and/or the Provider’s professional advisers, in connection with enforcing, perfecting, protecting, or preserving (or attempting to enforce, perfect, protect or preserve) any of the Provider’s rights, or in suing for or recovering any sum, under this Agreement. The Provider will use reasonable endeavours to mitigate such Losses (to the extent specifiedwithin its control to do so), in but the notice; (2) Place no further orders Provider shall not be obliged to consult with the Company concerning any proposed course of action or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion to notify the Company of the work under the Contract as is not terminated; (3) Assign to DCYF, in the manner, at the times, and to the extent directed by DCYF, all taking of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF to the extent DCYF may require, which approval or ratification shall be final for all the purposes of this clause; (5) Transfer title to DCYF and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) Take such action as may be necessary, or as DCYF may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF has or may acquire an interestparticular action.

Termination Procedure. a. Upon termination of this Contract Contract, except in cases of termination for DCYF’s material breach, the DCYF, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF any property specifically produced or acquired for the performance of such part of this Contract as has been terminated, to which this Contract expressly provides that DCYF is entitled as a deliverable. The provisions of Section 38 (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by DCYF, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the extent of the liability of DCYF. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF may withhold from any amounts due the Contractor such sum as DCYF determines to be necessary to protect DCYF against potential loss or liability. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDURE) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. After receipt of a notice of termination, and except as otherwise directed by DCYF, the Contractor shall: (1) Stop work under the contract on the date, and to the extent specified, in the notice; (2) Place no further orders or subcontracts for materialsMaterials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated; (3) Assign to DCYF, in the manner, at the times, and to the extent directed by DCYF, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF to the extent DCYF may require, which approval or ratification shall be final for all the purposes of this clause; (5) Transfer title to DCYF and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) Take such action as may be necessary, or as DCYF may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, contract DOH may require the Contractor to deliver to DCYF DOH any property specifically produced or acquired for the performance of such part of this Contract contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the Treatment of Assets clause shall apply in such property transfer. b. DCYF . DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, and DOH. In addition DOH shall pay the amount agreed upon by the Contractor and DCYF the Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . If the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFDOH. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the Disputes clause of this Contractcontract. DCYF DOH may withhold from any amounts due the Contractor for such completed work or services such sum as DCYF the Contracting Officer determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Contracting Officer, the Contractor shall: (1) : Stop work under the contract on the date, date and to the extent specified, specified in the notice; (2) ; Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) ; Assign to DCYFDOH, in the manner, at the times, and to the extent directed by DCYFthe Contracting Officer, all of the rights, titletitles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF the Contracting Officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as directed by this Contract or by DCYF the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) DOH; Complete performance of such part of the work as shall not have been terminated by DCYFthe Contracting Officer; and (7) , Take such action as may be necessary, or as DCYF the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF DOH has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, DOH may require the Contractor LHJ to deliver to DCYF DOH any non-LHJ-owned equipment, data, or other property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF DOH shall pay to the Contractor LHJ the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, and DOH. In addition DOH shall pay the amount agreed upon determined by the Contractor and DCYF DOH’s Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . Disagreement by the termination is for default, in which case DCYF and Contractor may agree LHJ with the determination of DOH’s Contracting Officer that relates to the extent of the liability of DCYF. Failure to agree obligations or amounts due to the extent of the liability LHJ shall be considered a dispute within the meaning of Section (DISPUTES) the “Disputes” clause of this Contract. DCYF DOH may withhold from any amounts due the Contractor LHJ for such completed work or services such sum as DCYF DOH’s Contracting Officer reasonably determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. . After receipt of a written notice of termination, and except as otherwise directed by DCYF, the Contractor LHJ shall: (1) : • Stop work under the contract Contract on the date, date and to the extent specified, specified in the notice; (2) ; • Place no further orders or subcontracts for materials, services, or facilities facilities, except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) ; • Assign to DCYFDOH, in to the manner, at the times, extent reasonably directed by XXX’s Contracting Officer and to the extent directed by DCYFthat the LHJ has the legal right to do so, all of the rightsright, title, and interest of the Contractor LHJ under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its reasonable discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . • Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF DOH’s Contracting Officer to the extent DCYF he/she may reasonably require, which approval or ratification shall be final for all the purposes of this clause; (5) ; • Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as reasonably directed by this Contract or by DCYF XXX’s Contracting Officer, any property which, if the contract Contract had been completed, would have been required to be furnished to DCYF; (6) DOH; • Complete performance of such part of the work as shall not have been terminated by DCYFDOH’s Contracting Officer; and (7) , • Take such action as may be necessary, or as DCYF DOH’s Contracting Officer may reasonably direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor LHJ, or its subcontractors, and in which DCYF DOH has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, contract DOH may require the Contractor to deliver to DCYF DOH any property specifically produced or acquired for the performance of such part of this Contract contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the Treatment of Assets clause shall apply in such property transfer. b. DCYF . DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYFDOH. In addition, and DOH shall pay the amount agreed upon by the Contractor and DCYF the Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . If the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFDOH. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the Disputes clause of this Contractcontract. DCYF DOH may withhold from any amounts due the Contractor for such completed work or services such sum as DCYF the Contracting Officer determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Contracting Officer, the Contractor shall: (1) : • Stop work under the contract on the date, date and to the extent specified, specified in the notice; (2) notice • Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) terminated • Assign to DCYFDOH, in the manner, at the times, and to the extent directed by DCYFthe Contracting Officer, all of the rights, titletitles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) subcontracts • Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF the Contracting Officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) clause • Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as directed by this Contract or by DCYF the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) DOH • Complete performance of such part of the work as shall not have been terminated by DCYFthe Contracting Officer; and (7) , • Take such action as may be necessary, or as DCYF the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF DOH has or may acquire an interest.

Termination Procedure. a. (a) Upon termination of this Contract the DCYFAgreement, in addition AHS shall cooperate with Hemostemix, as reasonably requested and Hemostemix ' sole cost and expense, to any other rights provided in this Contract, may require the Contractor to deliver to DCYF any property specifically produced or acquired provide for the performance orderly cessation or completion of such part the Contract Manufacturing Services. Without limiting the generality of the foregoing, AHS will, within thirty (30) days following termination of this Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for Agreement (i) completed work and service(s) for which no separate price is statedreturn all materials that were furnished to or created by AHS, other than AHS Works, (ii) partially completed work provide all required reports as described in the Agreement, which AHS, using commercially reasonable efforts, prior to the Termination Date and service(s), (iii) provide such other property services as reasonably requested in connection with the completion or services which are accepted by DCYF, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the extent cessation of the liability of DCYF. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF may withhold from any amounts due the Contractor such sum as DCYF determines to be necessary to protect DCYF against potential loss or liabilityContract Manufacturing Services in an orderly manner. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDUREb) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. After receipt of a notice of termination, and except as otherwise directed by DCYF, the Contractor shall: Within thirty (130) Stop work under the contract on the date, and to the extent specified, in the notice; (2) Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated; (3) Assign to DCYF, in the manner, at the times, and to the extent directed by DCYF, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF has the right, at its discretion, to settle or pay any or all claims arising out days of the termination of this Agreement, Hemostemix shall pay AHS for the actual work completed or work AHS is irrevocably obligated to complete (including expenses incurred or to be incurred from non-cancellable agreements, and costs of cancellation of cancellable agreements) in accordance with the applicable Agreement to the date of termination; provided that AHS has used commercially reasonable efforts to avoid (or minimize, where non-cancellable) any such orders costs and subcontracts;expenses, and further provided that any such cancellation payments plus any prorated or prior payments shall not exceed the total cost of the terminated Agreement. (4c) Settle Within thirty (30) days of the termination of this Agreement, the excess of any amount of money for the Agreement that had previously been paid to AHS shall be promptly refunded to Hemostemix, less the amount of any other payments that are due to AHS pursuant to the Agreement but without any further deduction. (d) AHS shall cease to use any Technology or associated Intellectual Property and shall destroy any Technology in its possession, except for one copy to be retained solely for purposes of litigation (e) In connection with the termination of this Agreement, AHS will, at Hemostemix's election, destroy or deliver (for sale) to Hemostemix all outstanding liabilities inventory of Materials and all claims arising out Product and related reagents or cell stocks, such election shall be made by Licensor in writing and within thirty (30) days of such termination (failing which Hemostemix shall be deemed to have elected against delivery and instead for destruction. If Hemostemix elects to purchase such AHS inventory, then AHS shall ship at Hemostemix’s cost and direction such inventory to Hemostemix. Hemostemix shall pay for such inventory in advance of orders and subcontractsreceipt of such inventory at a price equal to AHS’ or its Affiliate's fully burdened costs for such inventory. (f) Except where expressly provided for otherwise in this Agreement, with the approval or ratification no Party shall be relieved of DCYF any liability, including any obligation to make payments hereunder, which accrued hereunder prior to the extent DCYF may require, which approval or ratification shall be final for all the purposes effective date of a termination of this clause; (5) Transfer title Agreement, nor be precluded from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to DCYF and deliver in the manner, at the times, and any breach of this Agreement nor be prejudiced of any right to the extent directed by this Contract or by DCYF any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) Complete obtain performance of such part of the work as shall not have been terminated by DCYF; and (7) Take such action as may be necessary, or as DCYF may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF has or may acquire an interestany obligation.

Termination Procedure. a. Upon termination of this Contract contract, the DCYFAOC, in addition to any other rights provided in this Contractcontract, may shall require the Contractor to deliver to DCYF the AOC any property specifically produced or acquired for the performance of such part of this Contract the contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the “Treatment of Assets” clause shall apply in such property transfer. b. DCYF . The AOC shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYFthe AOC, and the amount agreed upon by the Contractor and DCYF the AOC for (i) completed work and service(s) services for which no separate price is stated, (ii) partially completed work and service(s)services, (iii) other property or services which are accepted by DCYFthe AOC, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFthe AOC. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF The AOC may withhold from any amounts due the Contractor such sum as DCYF the AOC determines to be necessary to protect DCYF the AOC against potential loss or liability. c. . The rights and remedies of DCYF the AOC provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe AOC, the Contractor shall: (1) : Stop work under the this contract on the date, date and to the extent specified, in the notice; (2) ; Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract contract as is not terminated; (3) ; Assign to DCYFthe AOC, in the manner, at the times, and to the extent directed by DCYFthe AOC, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the AOC has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) ; Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the AOC to the extent DCYF the Contracting Officer may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; Transfer title to DCYF the AOC and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF the AOC any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) the AOC; Complete performance of such part of the work as shall not have been terminated by DCYFthe AOC; and (7) and Take such action actions as may be necessary, or as DCYF the AOC may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF the AOC has or may acquire an interest. WAIVER: Waiver of any default of any term or condition of this contract shall not be deemed to be a waiver of any other prior or subsequent default. Waiver of breach of any provision of the contract shall not be deemed a waiver of any other or subsequent breach and shall not be construed as a modification of the terms of this contract unless stated to be such in writing, signed by the Contracting Officer and attached to the original contract. AMERICAN WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the “ADA” 28 CFR Part 35: The Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. ACCESS TO DATA: In compliance with Chapter 39.29 RCW, the Contractor shall provide access to data generated under this contract to AOC, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, recommendations of the Contractor’s reports, including computer models and methodology for those models.

Termination Procedure. a. In addition to the procedures set forth below, if the DES terminates this Contract, Contractor shall follow any procedures the Contract Administrator specifies in the termination notice. Upon termination of this Contract the DCYF, and in addition to any other rights provided in this Contract, Contract Administrator may require the Contractor to deliver to DCYF the Purchaser any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the "Treatment of Assets" clause shall apply in such property transfer. b. DCYF . The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted Accepted by DCYFthe Purchaser, and the amount agreed upon by the Contractor and DCYF the Purchaser for (i) completed work and service(s) materials, supplies, services rendered and/or equipment for which no separate price is stated, (ii) partially completed work and service(s)materials, supplies, services rendered and/or equipment, (iii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DCYFthe Purchaser, and (iv) the protection and preservation of property, unless the termination is for defaultcause, in which case DCYF the DES and Contractor may agree to the Purchaser shall determine the extent of the liability of DCYFthe Purchaser. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the "Disputes" clause of this Contract. DCYF The Purchaser may withhold from any amounts due the Contractor such sum as DCYF determines the Contract Administrator and Purchaser determine to be necessary to protect DCYF the Purchaser against potential loss or liability. c. . The rights and remedies of DCYF the DES and/or the Purchaser provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. . After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by DCYFthe Contract Administrator, the Contractor shall: (1) . Stop work all work, order fulfillment, shipments, and deliveries under the contract Contract on the date, and to the extent specified, in the notice; (2) . Place no further orders or subcontracts for materials, services, or supplies, equipment and/or facilities in relation to the Contract except as may be is necessary for completion of to complete or fulfill such portion of the work under the Contract as that is not terminated; (3) . Complete or fulfill such portion of the Contract that is not terminated in compliance with all contractual requirements; 4. Assign to DCYFthe Purchaser, in the manner, at the times, and to the extent directed by DCYFthe Contract Administrator on behalf of the Purchaser, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) 5. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the Contract Administrator and/or the Purchaser to the extent DCYF Contract Administrator and/or the Purchaser may require, which approval or ratification shall be final for all the purposes of this clause; (5) 6. Transfer title to DCYF the Purchaser and deliver in the manner, at the times, and to the extent directed by this the Contract or by DCYF Administrator on behalf of the Purchaser any property which, if the contract Contract had been completed, would have been required to be furnished to DCYFthe Purchaser; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) . Take such action as may be necessary, or as DCYF the Contract Administrator and/or the Purchaser may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DCYF the DES and/or the Purchaser has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract Contract, the DCYFAgency, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF the Agency any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (the TREATMENT OF ASSETS) ASSETS clause shall apply in such property transfer. b. DCYF . The Agency shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, the Agency and the amount agreed upon by the Contractor and DCYF the Agency for (i1) completed work and service(s) for which no separate price is stated, ; (ii2) partially completed work and service(s), services; (iii) other 3)other property or services which are accepted by DCYF, the Agency; and (iv4) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the Agency shall determine the extent of the liability of DCYFthe Agency. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the DISPUTES clause of this Contract. DCYF The Agency may withhold from any amounts due to the Contractor such sum as DCYF the Agency determines to be necessary to protect DCYF the Agency against potential loss or liability. c. . The rights and remedies of DCYF the Agency provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. . After receipt of a notice of termination, termination and except as otherwise directed by DCYFthe Agency, the Contractor shall: (1) a. Stop work under the contract this Contract on the date, and to the extent specified, in the notice; (2) b. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the this Contract as is not terminated; (3) c. Assign to DCYFthe Agency, in the manner, at the times, and to the extent directed by DCYFthe Agency, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the Agency has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;. (4) Settle x. Xxxxxx all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the Agency to the extent DCYF the Agency may require, which approval or ratification shall be final for all the purposes of this clausethisclause; (5) e. Transfer title to DCYF the Agency and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF the Agency any property which, if the contract Contract had been completed, would have been required to be furnished to DCYFthe Agency; (6) f. Complete performance of such part of the work as shall not have been terminated by DCYFthe Agency; and (7) g. Take such action as may be necessary, or as DCYF the Agency may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DCYF the Agency has or may acquire an interest.

Termination Procedure. a. 9.2.1 Upon termination of this Contract the DCYFContract, the State, in addition to any other rights provided in this the Contract, may require the Contractor to deliver to DCYF the State any property specifically produced or acquired property, including without limitation, Software and Written Deliverables, for the performance of such part of this the Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by DCYF, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the extent of the liability of DCYF. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF may withhold from any amounts due the Contractor such sum as DCYF determines to be necessary to protect DCYF against potential loss or liability. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDURE) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. 9.2.2 After receipt of a notice of termination, and except as otherwise directed by DCYFthe State, the Contractor shall: (1) a. Stop work under the contract Contract on the date, and to the extent specified, in the notice; b. Promptly, but in no event longer than ten (210) Place no further orders or subcontracts for materialsdays after termination, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated; (3) Assign to DCYF, in the manner, at the times, and to the extent directed by DCYF, all of the rights, title, and interest of the Contractor under the terminate its orders and subcontracts so related to the work which has been terminated, in which case DCYF has the right, at its discretion, to and settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the State to the extent DCYF may requirerequired, which approval or ratification shall be final for all the purposes purpose of this clauseSection; (5) c. Take such action as the State directs, or as necessary to preserve and protect the property related to the Contract which is in the possession of Contractor and in which the State has an interest; d. Take no action to intentionally erase or destroy any State Data, which includes State Data held by the Contractor’s subcontractors; e. Transfer title to DCYF the State and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF the State, any property which, if the contract had been completed, would have been which is required to be furnished to DCYFthe State and which has been accepted or requested by the State; (6) Complete performance of such part of f. Work with the work as shall not have been terminated by DCYFState to develop a Services and Data Transition Plan per the “Contract End-of-Life Transition” requirements within this Contract; and (7) Take such action as may be necessaryg. Provide written Certification to the State that Contractor has surrendered to the State all said property. 9.2.3 If the Contract has expired, or as DCYF may directterminated prior to the Completion Date, for any reason, the protection and preservation Contractor must provide, for a period up to ninety (90) days after the expiration or termination, all transition services requested by the State, at no additional cost, to allow for the expired or terminated portion of the property related Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the State or its designees (“Transition Services”). 9.2.4 This covenant in paragraph 9 shall survive the termination of this contract which is in the possession of the Contractor and in which DCYF has or may acquire an interestContract.

Termination Procedure. a. Upon termination of this Contract contract the DCYF, College in addition to any other rights provided in this Contractcontract, may require the Contractor to deliver to DCYF the College any property specifically produced or acquired for the performance of such part parts of this Contract contract as has been terminated. The provisions provision of Section (TREATMENT OF ASSETS) the “Treatment of Assets” clause shall apply in such property transfer. b. DCYF . The College shall pay to the Contractor the agreed upon price, if separately stated, stated for completed work and service(s) services accepted by DCYFthe College, and the amount agreed upon by the Contractor and DCYF the College for (i) completed work and service(s) services for which no separate price is stated, (ii) partially completed work and service(s)services, (iii) other property or services which are accepted by DCYFthe agency, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the Purchasing Manager shall determine the extent of the liability of DCYFthe College. Failure to agree to the extent of the liability with such determination shall be a dispute within with the meaning of Section (DISPUTES) the “Disputes” clause of this Contractcontract. DCYF The College may withhold from any amounts due the Contractor such sum sums as DCYF the Purchasing Manager determines to be necessary to protect DCYF the College against potential loss or liability. c. . The rights and remedies of DCYF the College provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Purchasing Manger, the Contractor shall: (1) : Stop work under the contract on the date, and to the extent specified, specified in the notice; (2) ; Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract contract as is not terminated; (3) . Assign to DCYFthe College, in the manner, at the timestime, and to the extent directed by DCYFthe Purchasing Manager, all of the rights, title, and interest of the Contractor under the orders and subcontracts subcontractors so terminated, in which case DCYF the College has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . Settle all outstanding liabilities liabilities, and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the Purchasing Manger to the extent DCYF the Purchasing Manager may require, which approval or ratification shall be final for all the purposes of this clause; (5) . Transfer title to DCYF the College and deliver in the manner, at the timestime, and to the extent directed by this Contract or by DCYF the Purchasing Manager any property which, if the contract had has been completed, would have been required to be furnished to DCYF; (6) the College. Complete performance of such part of the work as shall not have been that was terminated by DCYFthe Purchasing Manager; and (7) and Take such action as may be necessary, or as DCYF the Purchasing Manager may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF the College has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYFAgreement, in addition to any other rights provided in this ContractAgreement, L&I may require the Contractor Grantee to deliver to DCYF L&I any property specifically produced or acquired for the performance of such any part of this Contract as Agreement which has been terminated. The provisions of Section (TREATMENT OF ASSETS) the Treatment of Assets clause shall apply in such property transfer. b. DCYF . L&I shall pay to the Contractor Grantee the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYFL&I, and the amount agreed upon by the Contractor Grantee and DCYF L&I for (i) completed the following: 1. Completed work and service(s) services for which no separate price is stated, (ii) partially completed ; 2. Partially complete work and service(s), (iii) other services; 3. Other property or services which are accepted by DCYF, and (iv) the L&I; and 4. The protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to L&I’s Director or their delegate by writing shall determine the extent of the liability of DCYF. L&I. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the Disputes clause of this ContractAgreement. DCYF L&I may withhold from any amounts due the Contractor Grantee such sum as DCYF L&I’s Director or his or her delegate by writing determines to be necessary to protect DCYF L&I against potential loss or liability. c. . The rights and remedies of DCYF L&I provided in this Section (TERMINATION PROCEDURE) clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. Agreement. After receipt of a notice of termination, and except as otherwise directed by DCYFL&I’s Grant Manager, the Contractor Grantee shall: (1) . Stop work under the contract Agreement on the date, and to the extent specified, specified in the notice; (2) . Place no further orders or subcontracts sub-awards for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract Agreement as is not terminated; (3) . Assign to DCYFL&I, in the manner, at the times, and to the extent directed by DCYF, L&I’s Grant Manager all of the rights, titletitles, and interest of the Contractor Grantee under the orders and subcontracts sub- awards so terminated, in which case DCYF L&I has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontractssub-awards; (4) . Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontractssub-awards, with the approval or ratification of DCYF L&I’s Grant Manager to the extent DCYF he or she may require, which approval or ratification shall be final for all the purposes of this clause; (5) . Transfer title to DCYF L&I and deliver in the manner, at the times, and to the extent extent, if any, as directed by this Contract or by DCYF L&I’s Grant Manager, any property which, if the contract Agreement had been completed, would have been required to be furnished to DCYFL&I; (6) . Complete performance of such part of the work as shall not have been terminated by DCYFterminated; and (7) . Take such action as may be necessary, or as DCYF L&I’s Grant Manager may direct, for the protection and preservation of the property related to this contract Agreement which is in the possession of the Contractor Grantee and in which DCYF L&I has or may acquire an interest.

Termination Procedure. a. In addition to the procedures set forth below, if WSDOT Rail Division terminates this Ordering Agreement, Contractor shall follow any procedures WSDOT Rail Division specifies in the termination notice. Upon termination of this Contract the DCYF, Ordering Agreement and in addition to any other rights provided in this ContractOrdering Agreement, WSDOT Rail Division may require the Contractor to deliver to DCYF the Purchaser any property specifically produced or acquired for the performance of such part of this Contract Ordering Agreement as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the "Treatment of Assets" clause shall apply in such property transfer. b. DCYF . The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted Accepted by DCYFthe Purchaser, and the amount agreed upon by the Contractor and DCYF the Purchaser for (i) completed work and service(s) materials, supplies, services rendered and/or equipment for which no separate price is stated, (ii) partially completed work and service(s)materials, supplies, services rendered and/or equipment, (iii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DCYFthe Purchaser, and (iv) the protection and preservation of property, unless the termination is for defaultcause, in which case DCYF and Contractor may agree to WSDOT Rail Division determines the extent of the liability of DCYFthe Purchaser. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the "Disputes" clause of this ContractOrdering Agreement. DCYF The Purchaser may withhold from any amounts due the Contractor such sum as DCYF WSDOT Rail Division determines to be necessary to protect DCYF the Purchaser against potential loss or liability. c. . The rights and remedies of DCYF WSDOT Rail Division provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. Ordering Agreement. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by DCYFWSDOT Rail Division, the Contractor shall: (1) : − Stop work all work, order fulfillment, shipments, and deliveries under the contract Ordering Agreement on the date, and to the extent specified, in the notice; (2) ; − Place no further orders or subcontracts for materials, services, or supplies, equipment and/or facilities in relation to the Ordering Agreement except as may be is necessary for completion of to complete or fulfill such portion of the work under the Contract as Ordering Agreement that is not terminated; (3) ; − Complete or fulfill such portion of the Ordering Agreement that is not terminated in compliance with all contractual requirements; − Assign to DCYFthe Purchaser, in the manner, at the times, and to the extent directed by DCYF, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . − Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF WSDOT Rail Division and/or the Purchaser to the extent DCYF WSDOT Rail Division may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; − Transfer title to DCYF the Purchaser and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF WSDOT Rail Division any property which, if the contract Ordering Agreement had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYFPurchaser; and (7) − Take such action as may be necessary, or as DCYF WSDOT Rail Division may direct, for the protection and preservation of the property related to this contract Ordering Agreement which is in the possession of the Contractor and in which DCYF WSDOT Rail Division has or may acquire an interest. KNOW ALL MEN BY THESE PRESENTS, That of , as Principal, and as Surety, are jointly and severally held and bound unto , in the penal sum of Dollars ($ ), the payment of which we jointly and severally bind ourselves, our heirs, executors, administrators, and assigns, and successors and assigns, firmly by these presents. The CONDITION of this bond is such that WHEREAS, on the day of A.D., , the said Principal, herein, executed a certain contract with the State of Washington, by the terms, conditions, and provisions of which contract the said Principal, herein, agree to furnish all material and do certain work, to wit: That , will undertake and complete the construction of according to the maps, plans and specifications made a part of said contract, which contract as so executed, is hereunto attached, is now referred to and by reference is incorporated herein and made a part hereof as fully for all purposes as if here set forth at length. This bond shall cover all approved change orders as if they were in the original contract.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, contract DOH may require the Contractor to deliver to DCYF DOH any property specifically produced or acquired for the performance of such part of this Contract contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, and DOH. In addition DOH shall pay the amount agreed upon by the Contractor and DCYF the Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . If the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFDOH. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the Disputes clause of this Contractcontract. DCYF DOH may withhold from any amounts due the Contractor for such completed work or services such sum as DCYF the Contracting Officer determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Contracting Officer, the Contractor shall: (1) : • Stop work under the contract on the date, date and to the extent specified, specified in the notice; (2) ; • Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) ; • Assign to DCYFDOH, in the manner, at the times, and to the extent directed by DCYFthe Contracting Officer, all of the rights, titletitles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . • Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF the Contracting Officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; • Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as directed by this Contract or by DCYF the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) DOH; • Complete performance of such part of the work as shall not have been terminated by DCYFthe Contracting Officer; and (7) , • Take such action as may be necessary, or as DCYF the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF DOH has or may acquire an interest.. EXAMPLE ONLY

Termination Procedure. a. Upon termination of this Contract Contract, except in cases of termination for DCYF’s material breach, the DCYF, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF any property specifically produced or acquired for the performance of such part of this Contract as has been terminated, to which this Contract expressly provides that DCYF is entitled as a deliverable. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by DCYF, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the extent of the liability of DCYF. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF may withhold from any amounts due the Contractor such sum as DCYF determines to be necessary to protect DCYF against potential loss or liability. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDURE) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. After receipt of a notice of termination, and except as otherwise directed by DCYF, the Contractor shall: (1) Stop work under the contract on the date, and to the extent specified, in the notice; (2) Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated; (3) Assign to DCYF, in the manner, at the times, and to the extent directed by DCYF, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF to the extent DCYF may require, which approval or ratification shall be final for all the purposes of this clause; (5) Transfer title to DCYF and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) Take such action as may be necessary, or as DCYF may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract Contract, the DCYFDEPARTMENT, in addition to any other rights provided in this Contract, may require the Contractor CONTRACTOR to deliver to DCYF the DEPARTMENT any property specifically produced or acquired for the performance of such part of this Contract agreement as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the "Treatment of Assets" clause shall apply in such property transfer. b. DCYF . The DEPARTMENT shall pay to the Contractor CONTRACTOR the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, the DEPARTMENT and the amount agreed upon by the Contractor CONTRACTOR and DCYF the DEPARTMENT for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which that are accepted by DCYFthe DEPARTMENT, and (ivd) the protection and preservation of the property, unless the termination is for default, in which case DCYF and Contractor may agree to the DEPARTMENT shall determine the extent of the liability of DCYFthe DEPARTMENT. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the "Disputes" clause of this Contractagreement. DCYF The DEPARTMENT may withhold from any amounts due the Contractor CONTRACTOR for such completed work or services such sum as DCYF the DEPARTMENT determines to be necessary to protect DCYF the DEPARTMENT against potential loss or liability. c. . The rights and remedies of DCYF the DEPARTMENT provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. agreement. After receipt of a notice of termination, and except as otherwise directed by DCYFthe DEPARTMENT, the Contractor CONTRACTOR shall: (1) a. Stop work under the contract agreement on the date, date and to the extent specified, specified in the notice; (2) b. Place no further orders or subcontracts for materials, services, services or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) c. Assign to DCYFthe DEPARTMENT, in the manner, at the times, and to the extent directed by DCYFthe DEPARTMENT, all of the rights, titletitles, and interest of the Contractor CONTRACTOR under the orders and subcontracts so terminated, in which case DCYF the DEPARTMENT has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;. (4) Settle x. Xxxxxx all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the DEPARTMENT to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) e. Transfer title to DCYF the DEPARTMENT and deliver deliver, in the manner, at the times, times and to the extent as directed by this Contract or by DCYF the DEPARTMENT, any property which, if the contract Contract had been completed, would have been required to be furnished to DCYFthe DEPARTMENT; (6) f. Complete performance of such part of the work as shall not have been terminated by DCYFthe DEPARTMENT; and, (7) g. Take such action as may be necessary, necessary or as DCYF the DEPARTMENT may direct, for the protection and preservation of the property related to this contract which Contract that is in the possession of the Contractor CONTRACTOR and in which DCYF the DEPARTMENT has or may acquire an and interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, agreement DOH may require the Contractor to deliver to DCYF DOH any property specifically produced or acquired for the performance of such part of this Contract agreement as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the Treatment of Assets clause shall apply in such property transfer. b. DCYF . DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, and DOH. In addition DOH shall pay the amount agreed upon by the Contractor and DCYF the Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . If the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFDOH. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the Disputes clause of this Contractcontract. DCYF DOH may withhold from any amounts due the Contractor for such completed work or services such sum as DCYF the Contracting Officer determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. agreement. After receipt of a notice of termination, and except as otherwise directed by DCYFthe Contracting Officer, the Contractor shall: (1) :  Stop work under the contract agreement on the date, date and to the extent specified, specified in the notice; (2) ;  Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) ;  Assign to DCYFDOH, in the manner, at the times, and to the extent directed by DCYFthe Contracting Officer, all of the rights, titletitles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) .  Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF the Contracting Officer to the extent DCYF he/she may require, which approval or ratification shall be final for all the purposes of this clause; (5) ;  Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as directed by this Contract or by DCYF the Contracting Officer, any property which, if the contract agreement had been completed, would have been required to be furnished to DCYF; (6) DOH;  Complete performance of such part of the work as shall not have been terminated by DCYFthe Contracting Officer; and (7) ,  Take such action as may be necessary, or as DCYF the Contracting Officer may direct, for the protection and preservation of the property related to this contract agreement which is in the possession of the Contractor and in which DCYF DOH has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, DOH may require the Contractor LHJ to deliver to DCYF DOH any non-LHJ-owned equipment, data, or other property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF DOH shall pay to the Contractor LHJ the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, and DOH. In addition DOH shall pay the amount agreed upon determined by the Contractor and DCYF DOH’s Contracting Officer for (ia) completed work and service(s) services for which no separate price is stated, (iib) partially completed work and service(s)services, (iiic) other property or services which are accepted by DCYFDOH, and (ivd) the protection and preservation of the property, unless . Disagreement by the termination is for default, in which case DCYF and Contractor may agree LHJ with the determination of DOH’s Contracting Officer that relates to the extent of the liability of DCYF. Failure to agree obligations or amounts due to the extent of the liability LHJ shall be considered a dispute within the meaning of Section (DISPUTES) the “Disputes” clause of this Contract. DCYF DOH may withhold from any amounts due the Contractor LHJ for such completed work or services such sum as DCYF DOH’s Contracting Officer reasonably determines to be necessary to protect DCYF DOH against potential loss or liability. c. . The rights and remedies of DCYF DOH provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. . After receipt of a written notice of termination, and except as otherwise directed by DCYF, the Contractor LHJ shall: (1) :  Stop work under the contract Contract on the date, date and to the extent specified, specified in the notice; (2) ;  Place no further orders or subcontracts for materials, services, or facilities facilities, except as may be necessary for completion of to complete such portion of the work under the Contract as is not terminated; (3) ;  Assign to DCYFDOH, in to the manner, at the times, extent reasonably directed by XXX’s Contracting Officer and to the extent directed by DCYFthat the LHJ has the legal right to do so, all of the rightsright, title, and interest of the Contractor LHJ under the orders and subcontracts so terminated, in which case DCYF DOH has the right, at its reasonable discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) .  Settle all outstanding liabilities and all claims arising out of such termination of orders and or subcontracts, with the approval or ratification of DCYF DOH’s Contracting Officer to the extent DCYF he/she may reasonably require, which approval or ratification shall be final for all the purposes of this clause; (5) ;  Transfer title to DCYF DOH and deliver in the mannerdeliver, at the times, and to the extent as reasonably directed by this Contract or by DCYF XXX’s Contracting Officer, any property which, if the contract Contract had been completed, would have been required to be furnished to DCYF; (6) DOH;  Complete performance of such part of the work as shall not have been terminated by DCYFXXX’s Contracting Officer; and (7) ,  Take such action as may be necessary, or as DCYF DOH’s Contracting Officer may reasonably direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor LHJ, or its subcontractors, and in which DCYF DOH has or may acquire an interest.

Termination Procedure. a. ‌ In addition to the procedures set forth below, if the MCC terminates this Contract, Contractor shall follow any procedures the Contract Administrator specifies in the termination notice. Upon termination of this Contract the DCYF, and in addition to any other rights provided in this Contract, Contract Administrator may require the Contractor to deliver to DCYF the Purchaser any property specifically produced or acquired for the performance of such part of this Contract contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the "Treatment of Assets" clause shall apply in such property transfer. b. DCYF . The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted Accepted by DCYFthe Purchaser, and the amount agreed upon by the Contractor and DCYF the Purchaser for (i) completed work and service(s) materials, supplies, services rendered and/or equipment for which no separate price is stated, (ii) partially completed work and service(s)materials, supplies, services rendered and/or equipment, (iii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DCYFthe Purchaser, and (iv) the protection and preservation of property, unless the termination is for defaultcause, in which case DCYF the MCC and Contractor may agree to the Purchaser shall determine the extent of the liability of DCYFthe Purchaser. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the "Disputes" clause of this Contractcontract. DCYF The Purchaser may withhold from any amounts due the Contractor such sum as DCYF determines the Contract Administrator and Purchaser determine to be necessary to protect DCYF the Purchaser against potential loss or liability. c. . The rights and remedies of DCYF the MCC and/or the Purchaser provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by DCYFthe Contract Administrator, the Contractor shall: (1) . Stop work all work, order fulfillment, shipments, and deliveries under the contract Contract on the date, and to the extent specified, in the notice; (2) . Place no further orders or subcontracts for materials, services, or supplies, equipment and/or facilities in relation to the Contract except as may be is necessary for completion of to complete or fulfill such portion of the work under the Contract as that is not terminated; (3) . Complete or fulfill such portion of the Contract that is not terminated in compliance with all contractual requirements; 4. Assign to DCYFthe Purchaser, in the manner, at the times, and to the extent directed by DCYFthe Contract Administrator on behalf of the Purchaser, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) 5. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the Contract Administrator and/or the Purchaser to the extent DCYF Contract Administrator and/or the Purchaser may require, which approval or ratification shall be final for all the purposes of this clause; (5) 6. Transfer title to DCYF the Purchaser and deliver in the manner, at the times, and to the extent directed by this the Contract or by DCYF Administrator on behalf of the Purchaser any property which, if the contract Contract had been completed, would have been required to be furnished to DCYFthe Purchaser; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) . Take such action as may be necessary, or as DCYF the Contract Administrator and/or the Purchaser may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DCYF the MCC and/or the Purchaser has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract Contract, the DCYFAgency, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF the Agency any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (the TREATMENT OF ASSETS) ASSETS clause shall apply in such property transfer. b. DCYF . The Agency shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, the Agency and the amount agreed upon by the Contractor and DCYF the Agency for (i1) completed work and service(s) for which no separate price is stated, ; (ii2) partially completed work and service(s), services; (iii3) other property or services which are accepted by DCYF, the Agency; and (iv4) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the Agency shall determine the extent of the liability of DCYFthe Agency. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the DISPUTES clause of this Contract. DCYF The Agency may withhold from any amounts due to the Contractor such sum as DCYF the Agency determines to be necessary to protect DCYF the Agency against potential loss or liability. c. . The rights and remedies of DCYF the Agency provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. . After receipt of a notice of termination, termination and except as otherwise directed by DCYFthe Agency, the Contractor shall: (1) : Stop work under the contract this Contract on the date, and to the extent specified, in the notice; (2) ; Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the this Contract as is not terminated; (3) ; Assign to DCYFthe Agency, in the manner, at the times, and to the extent directed by DCYFthe Agency, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the Agency has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) . Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the Agency to the extent DCYF the Agency may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; Transfer title to DCYF the Agency and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF the Agency any property which, if the contract Contract had been completed, would have been required to be furnished to DCYF; (6) the Agency; Complete performance of such part of the work as shall not have been terminated by DCYFthe Agency; and (7) and Take such action as may be necessary, or as DCYF the Agency may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DCYF the Agency has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract contract, the DCYFOAC, in addition to any other rights provided in this Contractcontract, may shall require the Contractor to deliver to DCYF the OAC any property specifically produced or acquired for the performance of such part of this Contract the contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) the “Treatment of Assets” clause shall apply in such property transfer. b. DCYF . The OAC shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYFthe OAC, and the amount agreed upon by the Contractor and DCYF the OAC for (i) completed work and service(s) services for which no separate price is stated, (ii) partially completed work and service(s)services, (iii) other property or services which are accepted by DCYFthe OAC, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the Contracting Officer shall determine the extent of the liability of DCYFthe OAC. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF The OAC may withhold from any amounts due the Contractor such sum as DCYF the OAC determines to be necessary to protect DCYF the OAC against potential loss or liability. c. . The rights and remedies of DCYF the OAC provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. contract. After receipt of a notice of termination, and except as otherwise directed by DCYFthe OAC, the Contractor shall: (1) : Stop work under the this contract on the date, date and to the extent specified, in the notice; (2) ; Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract contract as is not terminated; (3) ; Assign to DCYFthe OAC, in the manner, at the times, and to the extent directed by DCYFthe OAC, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the OAC has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) ; Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the OAC to the extent DCYF the Contracting Officer may require, which approval or ratification shall be final for all the purposes of this clause; (5) ; Transfer title to DCYF the OAC and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF the OAC any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) the OAC; Complete performance of such part of the work as shall not have been terminated by DCYFthe OAC; and (7) and Take such action actions as may be necessary, or as DCYF the OAC may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF the OAC has or may acquire an interest. WAIVER: Waiver of any default of any term or condition of this contract shall not be deemed to be a waiver of any other prior or subsequent default. Waiver of breach of any provision of the contract shall not be deemed a waiver of any other or subsequent breach and shall not be construed as a modification of the terms of this contract unless stated to be such in writing, signed by the Contracting Officer and attached to the original contract. AMERICAN WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the “ADA” 28 CFR Part 35: The Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications.

Termination Procedure. a. Upon termination of this Contract the DCYFGrant Agreement, OSOS, in addition to any other rights provided in this Contractthe Grant Agreement, may require the Contractor Sub-Grantee to deliver to DCYF OSOS any property specifically produced produced, furnished, or acquired for the performance of such part of this Contract as the Grant Agreement that has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF OSOS shall pay to the Contractor Sub-Grantee the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, OSOS and the amount agreed upon by the Contractor Sub-Grantee and DCYF OSOS for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by DCYFOSOS, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to OSOS shall determine the extent of the liability of DCYFOSOS. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the “Disputes” clause of this Contract. DCYF Exhibit A. OSOS may withhold from Sub-Grantee any amounts due the Contractor such sum as DCYF OSOS determines to be necessary to protect DCYF OSOS against potential loss or liability. c. . The rights and remedies of DCYF OSOS provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. the Grant Agreement. After receipt of a notice of termination, and except as otherwise directed by DCYFXXXX, the Contractor Sub- Grantee shall: (1) Stop : • stop work under the contract Grant Agreement on the date, and to the extent specified, in the notice; (2) Place ; • place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract Grant Agreement as is not terminated; (3) Assign ; • assign to DCYF, OSOS in the manner, at the times, and to the extent directed by DCYFXXXX, all of the rights, title, and interest of the Contractor Sub-Grantee under the orders and subcontracts so terminated, in which case DCYF OSOS has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle ; • settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF OSOS to the extent DCYF OSOS may require, which approval or ratification shall be final for all the purposes of this clause; (5) Transfer ; • transfer title to DCYF OSOS and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF OSOS any property which, if the contract Grant Agreement had been completed, would have been required to be furnished to DCYF; (6) Complete OSOS; • complete performance of such part of the work as shall not have been terminated by DCYFOSOS; and (7) Take and • take such action as may be necessary, or as DCYF OSOS may direct, for the protection and preservation of the property related to this contract the Grant Agreement which is in the possession of the Contractor Sub-Grantee and in which DCYF OSOS has or may acquire an interest.

Termination Procedure. a. Upon termination of this Contract Contract, the DCYFAgency, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF the Agency any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (the TREATMENT OF ASSETS) ASSETS clause shall apply in such property transfer. b. DCYF . The Agency shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) services accepted by DCYF, the Agency and the amount agreed upon by the Contractor and DCYF the Agency for (i1) completed work and service(s) for which no separate price is stated, ; (ii2) partially completed work and service(s), services; (iii3) other property or services which are accepted by DCYF, the Agency; and (iv4) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the Agency shall determine the extent of the liability of DCYFthe Agency. Failure to agree to the extent of the liability with such determination shall be a dispute within the meaning of Section (DISPUTES) the DISPUTES clause of this Contract. DCYF The Agency may withhold from any amounts due to the Contractor such sum as DCYF the Agency determines to be necessary to protect DCYF the Agency against potential loss or liability. c. . The rights and remedies of DCYF the Agency provided in this Section (TERMINATION PROCEDURE) section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. . After receipt of a notice of termination, termination and except as otherwise directed by DCYFthe Agency, the Contractor shall: (1) a. Stop work under the contract this Contract on the date, and to the extent specified, in the notice; (2) b. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the this Contract as is not terminated; (3) c. Assign to DCYFthe Agency, in the manner, at the times, and to the extent directed by DCYFthe Agency, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF the Agency has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;. (4) Settle x. Xxxxxx all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF the Agency to the extent DCYF the Agency may require, which approval or ratification shall be final for all the purposes of this clause; (5) e. Transfer title to DCYF the Agency and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF the Agency any property which, if the contract Contract had been completed, would have been required to be furnished befurnished to DCYFthe Agency; (6) f. Complete performance of such part of the work as shall not have been terminated by DCYFthe Agency; and (7) g. Take such action as may be necessary, or as DCYF the Agency may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DCYF the Agency has or may acquire an interest.