Common use of Payment in the Event of Termination Clause in Contracts

Payment in the Event of Termination. If the University terminates this Agreement for convenience as provided in Section A.1 of this Section XIII or for non-appropriation of funds as provided in section A.2 of this Article, the Contractor shall be entitled to receive, as its sole remedy, (i) all amounts due and owing as of the effective date of termination plus (ii) an amount equal to the Contractor’s actual and reasonable costs incurred after the effective date of termination to protect and preserve the Service Locations, if and as requested by the University. The Contractor hereby waives and forfeits all other claims for payment and damages including, without limitation, anticipated profits. If the University terminates this Agreement “for cause” under Section A.3 of this Section XIII, the amounts due and owing as of the effective date of termination, if any, shall be withheld until such time as the University is able to determine any and all damages sustained by the University which arise from such breach. In the case of a termination for cause, Contractor shall be responsible for (a) any and all costs and expenses incurred by the University to engage another contractor to perform such Services in excess of the price that would have been paid to the Contractor under the terms of this Agreement for such Services and (b) all such other costs, expenses, liabilities and damages incurred by the University which arise as a result of the Contractor’s noncompliance and/or nonperformance under this Agreement. Once the University has determined the total amount of such damages, the amount, if any, due and owing to the Contractor on the effective date of termination shall be reduced by the amount of such damages. If the damages exceed such amount due, the Contractor shall promptly pay to the University the amount of such excess. If such amount due exceeds the University’s damages, the University shall remit payment to the Contractor in the amount of such excess. Under no circumstances shall the Contractor be entitled to receive, nor shall the University be obligated to tender to the Contractor, any payments for anticipated or lost profits.