2025-045-E-AMS-MBP Carolina-Commissioning and Post Commissioning for Whitted Human Services

Browse Search

Page 5 of 6 © MBP 2012. All Rights Reserved. (Revised 03 2022) 21. TERMINATION 21.1. Termination for Convenience. This Agreement may be terminated by the Client for convenience (without cause) after seven calendar days advance written notice to MBP. In the event of such termination, MBP shall be compensated for Services performed and necessary reasonable expenses incurred in the performance of Services as a result of the termination. MBP, however, shall not be entitled to any profit or fee on unperformed Services (i.e. anticipatory profits). 21.2. Termination for Default. Either Party may terminate this Agreement for default upon written notice to the other Party in the event that the other Party shall have breached any of its material obligations under the Agreement and shall not have reasonably commenced a cure of any alleged breach within 14 calendar days of its receipt of the written notice of the alleged default. In the event that the Client terminates this Agreement for default, MBP shall be paid its compensation for Services performed to the effective date of termination and all reasonable termination expenses. If the Client should terminate this Agreement for default and it is later determined that cause did not exist for such a termination, the default termination will be deemed as one occurring for convenience. 22. CHANGES The Client may make changes in the Services that are within the general scope of this Agreement. If any such change causes any increase or decrease in the cost of, or the time required for performance of this Agreement, MBP will be entitled to an equitable adjustment in the agreement price and time as appropriate, and this Agreement shall be modified in writing as evidenced by a written modification to this Agreement duly executed by authorized representatives of each Party. Notwithstanding any other provision of this Agreement to the contrary, MBP shall have no obligation to perform any Services for which MBP considers it is entitled to an equitable adjustment to the Agreement price or time, until both Parties have mutually agreed in writing to such equi table adjustment(s) as evidenced by a written modification to this Agreement. 23. OWNERSHIP OF REPORTS, DRAWINGS, AND OTHER WORK PRODUCT MBP retains ownership of reports, drawings, specifications, test data, techniques, photographs, letters, notes, video and audio recordings, and other work product, including those in electronic form (“MBP Documents”), it has created. Any and all such MBP Documents are considered instruments of service. Although MBP retains such an ownership interest in these instruments of s ervice, providing the Client performs its obligations under the Agreement including but not limited to making payments to MBP for services rendered when due, MBP grants the Client a non-exclusive, revocable, royalty free license to use such MBP Documents solely and exclusively for the purposes of the specific project for which they were created. Any other use or modification of MBP Documents without the prior written consent of MBP shall be at the Client’s sole risk; and the Client shall indemnify and hold MBP harmless from any such unauthorized use or modification. 24. NO THIRD-PARTY BENEFICIARIES Nothing in this Agreement shall create, or be construed to create, any third-party beneficiary rights in any person or entity not a signatory to this Agreement. This Agreement has been and is made solely for the benefit of the Parties and their respective successors and permitted assigns to the extent provided in this Agreement and no other party shall acquire or have a ny rights, express or implied, under or by virtue of this Agreement. 25. AFFIRMATIVE ACTION AND NONDISCRIMINATION OBLIGATIONS 25.1. The Parties agree (a) not to discriminate against any employee or applicant for employment on the basis of; and (b) to take affirmative action and provide equal employment opportunity without regard to - race, color, religion, sex, age, national origin, marital status, protected veteran status, disability, or other characteristics protected by applicable law, including but not limited to Title VI and Title VII of the 1964 Civil Rights Act. 25.2. Without intending to limit the foregoing, the Parties agree that t he full set of obligations, commitments, and other language in the equal opportunity clause for Vietnam Era Veterans’ Era Docusign Envelope ID: 7CA4BC4F-3EF8-44C1-B1B9-12DF26878683