Common use of Settlement Meeting Clause in Contracts

Settlement Meeting. In the event of a termination pursuant to this Article 19, a termination settlement meeting shall be held at a mutually agreed time and place no later than thirty (30) days or such later date as the Parties may agree, after submission of a claim by Contractor pursuant to Article 19.1. At or prior to the date of such termination settlement meeting, Contractor shall provide Purchaser with such documentation of the costs set forth in Articles 19.1 and 19.2 as Purchaser may reasonably request including a detailed invoice of claimed costs. Contractor shall permit Purchaser, at Purchaser’s sole cost, to retain an audit firm acceptable to Contractor, which acceptance shall not be unreasonably withheld or delayed, to audit at a reasonable time, Contractor’s termination claim. Contractor shall have the right to redact from any audit report any detailed rate information, and such report shall be considered as Contractor Confidential Information and shall be protected pursuant to Article 26, regardless of how marked. Upon completion of the termination settlement meeting, Contractor may submit an invoice to Purchaser for payment in accordance with the terms of Article 5.2, for any amounts determined to be due from Purchaser pursuant to Article 10.1. Upon receipt of the termination payment, title to, and risk of loss of, all Deliverable Items referred to in Article 19.1(a), and all other partially completed or incomplete Deliverable Items for which Contractor is to be paid under this Article 19 shall transfer to Purchaser and Contractor shall deliver to Purchaser all Deliverable Items within thirty (30) days from the date of Contractor’s receipt of such payment, except for such Deliverable Items not desired by Purchaser as notified by Purchaser to Contractor. Purchaser may direct Contractor to undertake to sell or reallocate to other uses items subject to termination under this Article 19 for the purpose of receiving a price refund or offset against Contractor’s termination claim. Upon receipt of such direction, Contractor shall use reasonable commercial efforts to sell or reallocate the items and provide a refund to Purchaser or an offset against Contractor’s termination claim, less any reasonable selling expenses.