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<br /> 9. Termination by Mutual Consent: The Parties may terminate this Contract by mutual consent with 60
<br /> days' written notice to the other Party, or as otherwise provided by law.
<br /> 10. Termination for Cause: If,through any cause,the Grantee shall fail to fulfill its obligations under this
<br /> Contract in a timely and proper manner,the Agency shall have the right to terminate this Contract by
<br /> giving written notice to the Grantee and specifying the effective date thereof.
<br /> 11. Effect of Termination:
<br /> (a) In the event the Contract is terminated by either party, the Grantee will be paid for work that is
<br /> satisfactorily completed under the terms of this Contract, as determined by the Agency and under
<br /> the terms herein.
<br /> (b) The Grantee will not incur new obligations for the terminated portion of the Contract and will
<br /> cancel as many outstanding obligations as possible, immediately after receiving the notification of
<br /> termination from the Agency or providing the Agency with the same if the Grantee is terminating
<br /> the Contract. Costs incurred after receipt or provision of termination notice will be disallowed.
<br /> (c) The Grantee shall not be relieved of any liability owed to the Agency because of any breach of the
<br /> Contract by the Subgrantee. The Agency may,to the extent authorized by law,withhold payments
<br /> to the Subgrantee for the purpose of set-off until the exact amount of damages due the Agency from
<br /> the Subgrantee is determined.
<br /> (d) In the event of termination by either Party,the Grantee shall provide to the Agency an itemized list
<br /> of all Deliverables created under the Contract. At the Agency's option, the Grantee shall produce
<br /> high-quality copies or recordings of all finished or unfinished Deliverables prepared by the Grantee
<br /> under this Contract; such copies or recordings of the Deliverables shall become the property of the
<br /> Agency. The Agency shall have all right and authority to use the copies or recordings of the
<br /> Deliverables under the license provided in Paragraph 16.
<br /> 12. Waiver of Default: A failure of either party to insist upon strict enforcement of any term or provision
<br /> or to exercise any right, option, or remedy of this Agreement, or to require, at any time,performance
<br /> of any provision hereof, shall not be construed as a waiver of any such term or provision. No waiver
<br /> by either Party of any term or provision hereof shall be binding unless made in writing and signed by
<br /> the other, approving party.
<br /> 13. Availability of Funds: The Parties to this Contract agree and understand that the payment of the sums
<br /> specified in this Contract is dependent and contingent upon and subject to the allocation and
<br /> appropriation of funds for this purpose to the Agency.
<br /> 14. Force Majeure: Neither Party shall be deemed to be in default of its obligations hereunder if and so
<br /> long as it is prevented from performing such obligations by any act of war, hostile foreign action,
<br /> nuclear explosion,riot, strikes, civil insurrection, earthquake,hurricane,tornado, or other catastrophic
<br /> natural event or act of God.
<br /> 15. Survival of Promises: Except as otherwise provided herein or unless superseded by applicable federal
<br /> or State statute of limitations, all promises, indemnifications, requirements, terms, conditions,
<br /> provisions, representations, guarantees, and warranties contained herein shall survive the Contract
<br /> expiration or termination date.
<br /> 16. Intellectual Property Rights,Licensing,and Ownership of Deliverables: The Grantee shall own all
<br /> rights, title, and interest in deliverable items produced pursuant to this Contract. Notwithstanding the
<br /> foregoing, the Grantee agrees to grant to the Agency, at no charge to the Agency, a non-exclusive,
<br /> royalty-free, and irrevocable right and license to reproduce,publish, or otherwise use any deliverable
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