Common use of Term Default and Termination Clause in Contracts

Term Default and Termination. 4.1 This agreement shall be effective on the date first mentioned above and shall extend through and include 2years unless terminated prior to that date pursuant to this Article Four. 4.2 If any one or more of the following occurs: (1) a payment due from CUSTOMER to CONTRACTOR shall be and remain unpaid in whole or in part for more than sixty (60) days after same is due and payable; (2) CUSTOMER shall violate or default on any of the other covenant agreements, stipulations or conditions herein and such violation or default shall continue for a period of ten (10) days after written notice from CONTRACTOR of such violation or default; then it shall be optional for CONTRACTOR, without further demand or notice, to terminate this agreement and the said term ended and CONTRACTOR shall not be liable for damages by reason of such termination; but notwithstanding termination by CONTRACTOR, the liability of CUSTOMER for the payments provided herein shall not be relinquished or extinguished for the services provided prior to termination. CUSTOMER shall be responsible for, in addition to the payments agreed to be paid hereunder, reasonable attorneys’ fees and costs incurred by CONTRACTOR to enforce the provisions of this Agreement or to collect the payments due CONTRACTOR hereunder. 4.3 Each right or remedy of CONTRACTOR provided for in this agreement shall be cumulative and shall be in addition to every other right or remedy provided for in this agreement now or hereafter existing at law or in equity or by statute or otherwise. 4.4 CONTRACTOR shall not be deemed to be in default under this agreement until CUSTOMER has given CONTRACTOR written notice specifying the nature of the default and CONTRACTOR does not cure such default within (30) days after receipt of such notice or within such reasonable time thereafter as may be necessary to cure such default where such default is of such a character as to reasonably require more than thirty (30) days to cure. 4.5 CUSTOMER or CONTRACTOR may terminate this agreement for any reason upon 60 days written notice, at which time all outstanding payments due from CUSTOMER to CONTRACTOR shall become immediately due and payable.

Term Default and Termination. 4.1 This agreement shall be effective on the date first mentioned above and shall extend through and include 2years unless terminated prior to that date pursuant to this Article Four. 4.2 If any one or more of the following occurs: (1) a payment due from CUSTOMER to CONTRACTOR shall be and remain unpaid in whole or in part for more than sixty (60) days after same is due and payable; (2) CUSTOMER shall violate or default on any of the other covenant agreements, stipulations or conditions herein and such violation or default shall continue for a period of ten (10) days after written notice from CONTRACTOR of such violation or default; then it shall be optional for CONTRACTOR, without further demand or notice, to terminate this agreement and the said The term ended and CONTRACTOR shall not be liable for damages by reason of such termination; but notwithstanding termination by CONTRACTOR, the liability of CUSTOMER for the payments provided herein shall not be relinquished or extinguished for the services provided prior to termination. CUSTOMER shall be responsible for, in addition to the payments agreed to be paid hereunder, reasonable attorneys’ fees and costs incurred by CONTRACTOR to enforce the provisions of this Agreement or is from the date of the last Party’s signature to collect this Agreement until the payments due CONTRACTOR hereunder. 4.3 Each right or remedy date of CONTRACTOR provided for the later to occur of: (a) receipt by Recipient of written acknowledgment from NFWF that NFWF has received satisfactory Final Reports and all other deliverables required hereunder and (b) receipt by NFWF of written acknowledgment from Recipient that Recipient has received all Funds required to be disbursed to it hereunder (in either case, the “Term”), unless sooner terminated in accordance with the terms and conditions set forth in this agreement Section 17. Failure by Recipient to comply (as determined by NFWF in its reasonable discretion) with any material term of this Agreement, including but not limited to any failure by Recipient to perform the Work in accordance with the Total Budget, Task Budget(s), and schedule set forth in the Project Description, shall be cumulative and shall be in addition to every other right or remedy provided for in this agreement now or hereafter existing at law or in equity or by statute or otherwise. 4.4 CONTRACTOR shall not be deemed to be a default of this Agreement and shall constitute cause for NFWF to issue a written “Notice of Default” to Recipient. Any such Notice of Default shall describe in default under this agreement until CUSTOMER has given CONTRACTOR written notice specifying reasonable detail the nature basis for NFWF’s determination of the default and CONTRACTOR does not cure such default within shall provide Recipient with a period of no less than ninety (3090) days after receipt of such notice or within such reasonable time thereafter as may be necessary in which to cure such default where (or, if such default is incapable of being cured within ninety (90) days, to commence a cure of such default). If Recipient has not cured or, as the case may be, commenced a character as cure of, any default within ninety (90) days of its receipt of a Notice of Default, NFWF may thereafter terminate this Agreement by a further written notice delivered to reasonably require more Recipient. Recipient may terminate this Agreement by providing no less than thirty (30) days days’ prior written notice to cureNFWF. In the event of termination of this Agreement prior to Recipient’s expenditure or obligation of the maximum amount of Funds available hereunder, Recipient shall immediately (unless otherwise directed by NFWF in its notice if NFWF initiated the termination) undertake all reasonable steps to terminate any further expenditure or obligation of Funds, including but not limited to the following: a. Stop work on any portion of the Work that is incomplete, and refrain from undertaking any further Work on the Project. 4.5 CUSTOMER b. Place no further Work orders or CONTRACTOR enter into any further contracts or subcontracts for materials, work, facilities, or other aspects of the Work. c. Terminate all pending Work orders, contracts, and subcontracts for Work that have not yet commenced. d. Promptly take all other reasonable and feasible steps to minimize and/or mitigate any damages that may terminate this agreement for be caused by the failure to complete the Work, including but not limited to reasonable settlements of any reason upon 60 days written noticeoutstanding claims arising out of termination of Work orders, at which time contracts, and subcontracts related to the Work. e. Deliver or make available to NFWF all outstanding payments due from CUSTOMER data, drawings, specifications, reports, estimates, summaries, deliverables, and such other information and material as may have been accumulated by Recipient with respect to CONTRACTOR shall become immediately due and payablethe Work, whether completed or in progress. f. Return to NFWF any unobligated or unspent portion of the Funds then held by Recipient.