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. For purposes 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), 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, Participant 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 Participant wishes to pursue these demonstrations exclusively using its own funding. Upon such a termination, NASA and the Participant 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. Participant 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 20, Dispute Resolution.