Common use of Unilateral Termination by NASA Clause in Contracts

Unilateral Termination by NASA. (1) NASA may unilaterally terminate this Agreement upon written notice as follows. NASA's obligations under this Agreement may be terminated, in whole or in part, (a) upon a declaration of war by the Congress of the United States; or (b) upon a declaration of a national emergency by the President of the United States; or (c) upon a NASA determination, in writing, that NASA is required to terminate for reasons beyond its control; or (d) upon a determination, in writing, by the Administrator of the National Aeronautics and Space Administration (NASA) or duly authorized representative that Tipping Point no longer aligns with the agency’s strategic objectives such that it is not in NASA’s best interests to continue performance of this Agreement. For purposes of Section C.(1)(c) of this Article, reasons beyond NASA's control include, but are not limited to, acts of God or of the public enemy, acts of the U.S. Government other than NASA, in either its sovereign or contractual capacity (to include failure of Congress to appropriate sufficient funding or Congressionally directed changes in agency priorities), fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather. (2) Upon receipt of written notification that the Government is unilaterally terminating this Agreement, Partner shall immediately stop work under this Agreement and shall immediately cause any and all of its partners and suppliers to cease work, except to the extent that the Partner wishes to pursue these demonstrations exclusively using its own funding. Upon such a termination, NASA and the Partner agree to negotiate in good faith a final settlement payment to be made by NASA. However, in no instance shall NASA’s liability for termination exceed the total amount due under the next milestone of this Agreement that has not yet been completed, and only that such milestone, and is subject to the provisions of Article 5. Partner shall retain without liability or obligation of repayment all NASA payments made and received as of the date of termination. Failure of the parties to agree will be resolved pursuant to Article entitled, “Dispute Resolution.”

Unilateral Termination by NASA. (1) NASA may unilaterally terminate this Agreement upon written notice as follows. NASA's obligations under this Agreement may be terminated, in whole or in part, (a) upon a declaration of war by the Congress of the United States; or (b) upon a declaration of a national emergency by the President of the United States; or (c) upon a NASA determination, in writing, that NASA is required to terminate for reasons beyond its control; or (d) upon a determination, in writing, by the Administrator of the National Aeronautics and Space Administration (NASA) or duly authorized representative that Tipping Point no longer aligns with the agency’s 's strategic objectives such that it is not in NASA’s 's best interests to continue performance of this Agreement. For purposes of Section C.(1)(c) of this Article, reasons beyond NASA's control include, but are not limited to, acts of God or of the public enemy, acts of the U.S. Government other than NASA, in either its sovereign or contractual capacity (to include failure of Congress to appropriate sufficient funding or Congressionally directed changes in agency priorities), fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather. (2) Upon receipt of written notification that the Government is unilaterally terminating this Agreement, Partner shall immediately stop work under this Agreement and shall immediately cause any and all of its partners and suppliers to cease work, except to the extent that the Partner wishes to pursue these demonstrations exclusively using its own funding. Upon such a termination, NASA and the Partner agree to negotiate in good faith a final settlement payment to be made by NASA. However, in no instance shall NASA’s 's liability for termination exceed the total amount due under the next milestone of this Agreement that has not yet been completed, and only that such milestone, and is subject to the provisions of Article 5. Partner shall retain without liability or obligation of repayment all NASA payments made and received as of the date of termination. Failure of the parties to agree will be resolved pursuant to Article entitled, “Dispute Resolution.”

Unilateral Termination by NASA. (1) NASA may unilaterally terminate this Agreement upon written notice as follows. NASA's obligations under this Agreement may be terminated, in whole or in part, (a) upon a declaration of war by the Congress of the United States; or (b) upon a declaration of a national emergency by the President of the United States; or (c) upon a NASA determination, in writing, that NASA is required to terminate for reasons beyond its control; or (d) upon a determination, in writing, by the Administrator of the National Aeronautics and Space Administration (NASA) or duly authorized representative that Tipping Point “Sustainable Flight Demonstrator” no longer aligns with the agencyAgency’s strategic objectives such that it is not in NASA’s best interests to continue performance of this Agreement. For purposes of Section C.(1)(c) of this Article, reasons beyond NASA's control include, but are not limited to, acts of God or of the public enemy, acts of the U.S. Government other than NASA, in either its sovereign or contractual capacity (to include failure of Congress to appropriate sufficient funding or Congressionally directed changes in agency Agency priorities), fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather. (2) Upon receipt of written notification that the Government is unilaterally terminating this Agreement, Partner shall immediately stop work under this Agreement and shall immediately cause any and all of its partners and suppliers to cease work, except to the extent that the Partner wishes to pursue these demonstrations exclusively using its own funding. Upon such a termination, NASA and the Partner agree to negotiate in good faith a final settlement payment to be made by NASA. However, in no instance shall NASA’s 's liability for termination exceed the total amount due under the next milestone of this Agreement that has not yet been completed, and only that such milestone, to which the Partner was performing at the time the termination notice is issued and is subject to the provisions of Article 5“Financial Obligations”. Partner shall retain without liability or obligation of repayment all NASA payments made and received as of the date of termination. Failure of the parties to agree will be resolved pursuant to Article entitled, “Dispute Resolution"DISPUTE RESOLUTION".”