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-9- <br /> - , <br /> written amendments to this contract. <br /> 23. Assignability. The Agency shall not assign, <br /> sublet or transfer all or any portion of its interest in <br /> this Agreement without the prior written approval by COG. <br /> 24. Termination of the Contract. If the Agency shall <br /> fail to fulfill in a timely and proper manner its obligations <br /> under this contract, or if the Agency shall violate any of <br /> the covenants, agreements, representations or stipulations <br /> of this ontract, COG shall give the Agency written notice <br /> specifyirig such failure or violation, and giving the Agency <br /> a specified reasonable time, not less than fifteen ( 15) <br /> days, within which to cure or remedy such failure or violation. <br /> If within such specified period the Agency shall cure or <br /> remedy such failure or violation, or shall take steps from <br /> which it is apparent that such failure or violation will be <br /> substantially cured or remedied within a reasonable time <br /> after such period, then this contract shall not be terminated. <br /> But if the Agency shall fail within such specified period to <br /> cure or remedy the same or to take such steps as aforesaid, <br /> then thil contract shall be deemed to have terminated effective <br /> at the end of the period of such notice. <br /> In the event of such termination, all finished or <br /> unfinished documents and other materials collected or produced <br /> under this contract (as more fully described in paragraph 15 <br /> hereof) shall, at the option of COG, become its property <br /> (subject to full accessibility thereto by the Agency) and <br /> the Agency shall be entitled to receive just and equitable <br /> compensaiion for any satisfactory work completed on such <br /> documents or materials. Notwithstanding the foregoing, the <br /> Agency shall not be relieved of liability to COG for damages <br /> sustained by COG by virtue of any breach of this contract by <br /> the Agency and COG may withhold any payments to the Agency <br /> for the Purpose of set-off for damages caused by the Agency 's <br /> breach, until such time as the exact amount of damages to <br /> COG from the Agency is determined. <br />