Common use of Termination for Convenience Clause in Contracts

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunder, in whole or in part, at any time, without cause, by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the termination.

Termination for Convenience. Buyer may terminate all or part of this Contract for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to stop work. Subject to the terms of this Contract, within ninety (90) days after the effective date of termination, Seller may submit to Buyer a claim reflecting the percentage of the work performed prior to the effective date of termination, plus reasonable charges that Seller can demonstrate to the satisfaction of Buyer using its standard record keeping system have resulted from the termination. Seller shall not be paid for any work performed or costs incurred which reasonably could have been avoided. Further, Seller shall not be paid, and in no event shall Buyer be obligated to pay, lost or anticipated profits or unabsorbed indirect costs or overhead. In no event shall Buyer be obligated to pay Seller any amount in excess of the Contract price. The provisions of this Article shall not limit or affect the right of Buyer to cancel this Contract for default. Seller shall continue all work not terminated. Buyer may terminate performance of work under this Contract in whole or, from time to time, in part if the Buyer determines that a termination is in the Buyer’s interest. The Buyer shall terminate by delivering to the Seller a Notice of Termination specifying the extent of termination and the effective date. After receipt of a Notice of Termination, and except as directed by the Buyer, the Seller shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause: 1) Stop work as specified in the notice. 2) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the Contract. 3) Terminate all subcontracts to the extent they relate to the work terminated. 4) Assign to the Buyer, as directed by the Buyer, all right, title, and interest of the Seller under the subcontracts terminated, in which case the Buyer shall have the right to terminate this Contract hereunder, in whole settle or in part, at to pay any time, without cause, by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered termination settlement proposal arising out of those terminations. 5) With approval or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and ratification to the extent specified;required by the Buyer, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification will be final for purposes of this clause. (ii6) Place no further contractsAs directed by the Buyer, agreementstransfer title and deliver to the Buyer - i. The fabricated or un-fabricated parts, work in process, completed work, supplies, and other material produced or orders hereunder except as may be necessary acquired for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (ivii. The completed or partially completed plans, drawings, information, and other property that, if the Contract had been completed, would be required to be furnished to the Buyer. 7) Protect all Complete performance of the work not terminated. 8) Take any action that may be necessary, or that the Buyer may direct, for the protection and preservation of the property related to this Contract that is in the possession of the Seller and in which the Buyer has or may acquire an interest. Buyer reserves . 9) Use its best efforts to sell, as directed or authorized by the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess property of the total Contract price. Seller’s termination claim shall be submitted within sixty types referred to in subparagraph (60b)(6) days from of this clause; provided, however, that the effective date of the termination.Seller i. is not required to extend credit to any purchaser and

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunderOrder, in whole or in part, at any time, without cause, by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) shall Stop all work on this Order on the written effective date and to the extent specified; (ii) ; Place no further contracts, agreements, or orders contracts hereunder except as may be necessary for completing such portions of the work Order as have not been terminated; (iii) ; Terminate all contracts, agreements, and orders contracts to the extent that they may relate to portions of the work Order that have been terminated; and (iv) and Protect all property in which Buyer has or may acquire an interest. Subject to the terms of this Order, the parties shall negotiate in good faith to compensate Seller for the work performed and accepted prior to the notice of termination. In no event shall Buyer be liable for lost profit on work not performed after the termination. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event TERMINATION for DEFAULT Buyer may, by written notice of default to Seller, terminate the whole or any part of this Order in any one of the following circumstances: Seller fails to make delivery of the goods or to perform the services within the time specified herein or any extension thereof; or Seller fails to perform any of the other provisions of this Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; Seller becomes insolvent, unable to pay its bills when due, or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. If this Order is so terminated, Buyer may procure or otherwise obtain, upon such terms and in such manner as Buyer may deem appropriate, goods or services similar to those terminated. Seller, subject to the exceptions set forth below, shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or to Buyer for any sum excess costs of such goods or services. Seller shall transfer title and deliver to Buyer, in excess the manner and to the extent requested in writing by ▇▇▇▇▇ at or after termination, such complete or partially completed goods as Seller has produced or acquired for the performance of the total Contract priceterminated part of this Order and Buyer will only pay Seller the Order price of the goods and services accepted. Seller shall also deliver to Buyer the Seller Intellectual Property, including all technical data and commercial computer software, solely to the extent necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s termination claim obligations in connection with this Order. Seller shall continue performance of this Order to the extent not terminated. Buyer shall have no obligations to Seller in respect to the terminated part of this Order except as herein provided. ▇▇▇▇▇'s rights as set forth herein shall be submitted within sixty (60) days from the effective date in addition to any other rights in case of the terminationSeller's default.

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunder, A. This Order and any and all rights granted and obligations assumed hereby may be terminated in whole or in part, at any time, without cause, part by providing Buyer giving written notice to Seller. If so Upon receipt of a notice of termination, and except as otherwise directed by ▇▇▇▇▇, Seller shall immediately, as to the terminated portion of this Order and regardless of any delay in determining or adjusting any amounts due under this provisionclause, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performedpromptly stop work, anticipatory profits lost, or indirect or consequential damages claimed notify subcontractors to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreementsstop work, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all protect property in Seller's possession in which Buyer has or may acquire an interest. B. As directed by ▇▇▇▇▇, Seller shall transfer title and possession to Buyer of any inventory and property, including plans, drawings, and information held by Seller which is for Buyer’s Order. In accordance with ▇▇▇▇▇’s instructions, Seller shall assign to Buyer reserves all right, title, and interest of Seller under the subcontracts of Seller that are terminated, in which case Buyer shall have the right to verify claims hereunder and Seller shall make available settle or to Buyer, upon its reasonable request, all relevant books and records for inspection and auditpay any termination settlement proposal arising out of those terminations. If Seller fails With approval or ratification to afford Buyer its rights hereunderthe extent required by ▇▇▇▇▇, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess settle all outstanding liabilities and termination settlement proposals arising from the termination of the total Contract price. Seller’s subcontracts; the approval or ratification will be final for purposes of this clause. C. Seller shall submit a termination claim shall be submitted settlement proposal within sixty (60) days from after the effective date of the terminationtermination notice incorporating all claims of Seller in the form and with the certification prescribed by Buyer. Seller and ▇▇▇▇▇ may agree upon the whole or any part of the amount to be paid because of the termination and the Order shall be amended and Seller paid the agreed amount. In no event shall payment to Seller exceed the total Order price as reduced by the amount of payments previously made and the Order price of work not terminated. D. Unless otherwise provided in this Order, Seller shall maintain all records and documents relating to the terminated portion of this Order for three (3) years after final settlement. This includes all books and other evidence bearing on Seller’s costs and expenses under this Order. Seller shall make these records and documents available to Buyer, at Seller’s office, at all reasonable times, without any direct charge.

Termination for Convenience. Buyer shall have (a) The Authority may, whenever the right to interests of the Authority so require, terminate this Contract hereunderContract, in whole or in part, at any time, without cause, by providing for the convenience of the Authority. The Authority shall give written notice of the termination to Seller. If so the Contractor specifying the part of the Contract terminated under this provisionand when termination becomes effective. (b) The Contractor shall incur no further obligations in connection with the terminated orders, Buyer shall not be liable for any products delivered or services initiated and/or performed after and, on the effective date set forth in the notice of termination, the Contractor will stop work to the extent specified. Seller The Contractor also shall have no claim against Buyer for services terminate outstanding orders and Subcontracts as they relate to the terminated order. The Contractor shall settle the liabilities and claims arising out of the termination of Subcontracts and orders connected with the terminated orders. The Authority may direct the Contractor to assign the Contractor's right, title, and interest under terminated orders or Subcontracts to the Authority. The Contractor must still complete any orders not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered terminated by reason of such termination. Upon receiving the notice of termi- nation and may incur such termination, Seller shall:obligations as are necessary to do so. (ic) Stop all work on The Authority may require the written effective date Contractor to transfer title and deliver to the Authority in the manner and to the extent specifieddirected by the Authority: (1) any completed supplies; and (2) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (hereinafter called "Manufacturing Materials") as the Contractor has specifically produced or specially acquired for the performance of the terminated part of this Contract. The Contractor shall, upon direction of the Authority, protect and preserve property in the possession of the Contractor in which the Authority has an interest. If the Authority does not exercise this right, the Contractor shall use its best efforts to sell such supplies and Manufacturing Materials. (d) The Authority shall pay the Contractor the following amounts: (1) Contract prices for supplies accepted under the Contract; (ii2) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions costs incurred in preparing to perform and performing the terminated portion of the work as plus a fair and reasonable profit on such portion of the work (such profit shall not include anticipatory profit or consequential dam- ages), less amounts paid or to be paid for accepted supplies; provided, however, that if it appears that the Contractor would have not sustained a loss if the entire Contract would have been terminatedcompleted, no profit shall be allowed or included, and the amount of compensation shall be reduced to reflect the anticipated rate of loss; (iii3) Terminate all contracts, agreements, costs of settling and orders to the extent that they may relate to portions paying claims arising out of the work that have been terminatedtermination of Subcontracts (these costs must not include costs paid in accordance with subparagraph (2) of this paragraph); and (iv4) Protect all the reasonable settlement costs of the Contractor and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the Contract and for the termination and settlement of Subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of property in which Buyer has or may acquire an interest. Buyer reserves allocable to the right terminated portion of this Contract. (5) The total sum to verify claims hereunder and Seller be paid the Contractor under this paragraph shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of not exceed the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from price plus the effective date reasonable settlement costs of the terminationContractor reduced by the amount of payments otherwise made, the proceeds of any sales of supplies and Manufacturing Materials under this paragraph, and the Contract price of orders not terminated.

Termination for Convenience. Buyer Contractor may at any time and for any reason terminate Subcontractor's services and work for Contractor's convenience. Cancellation shall have be by service of written notice to Subcontractor's place of business. Upon receipt of such notice, Subcontractor shall, unless the notice directs otherwise, immediately discontinue the work and placing orders for materials, facilities and supplies in connection with the performance of this Agreement, and shall, if requested, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to Contractor, or at the option of Contractor, give Contractor the right to terminate this Contract hereunderassume those obligations directly, in whole or in part, at any time, without cause, by providing written notice including all benefits to Sellerbe derived therefrom. If so terminated under this provision, Buyer Subcontractor shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of thereafter do only such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing to preserve and protect the work already in progress and to protect material and equipment on the job site or in transit thereto. Upon such portions termination, Subcontractor shall be entitled to payment in accordance with Section 4 only as follows: (1) the actual cost of the work completed in conformity with this Agreement; plus, (2) such other costs actually incurred by Subcontractor as have not been terminated; are permitted by the prime contract and approved by Owner; plus (iii3) Terminate all contracts, agreements, and orders to fifteen percent (15%) of the extent that they may relate to portions cost of the work that have referred to in subparagraph (1) above for overhead and profit (subject to any limitations set forth in the Prime Contract) or the profit earned if the contract had been terminated; and (iv) Protect all property in which Buyer has or may acquire an interestfully performed, whichever one is less. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller There shall be deemed deducted from such sums as provided in this subparagraph the amount of any payments made to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of Subcontractor prior to the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationtermination of this Agreement. Subcontractor shall not be entitled to any claim or claim of lien against Contractor or the OWNER for any additional compensation or damages in the event of such termination for convenience and payment. Notwithstanding the foregoing, Contractor may terminate Subcontractor’s services and work for Contractor’s convenience only if the Owner terminates either the Prime Contract or this Subcontract Agreement for convenience.

Termination for Convenience. a. Buyer may terminate all or part of this Contract for its sole convenience. In the event of such termination, Seller shall immediately stop all work and immediately cause any and all of its subcontractors and suppliers to stop work. Subject to the terms of this Contract, within 30 days after the effective date of termination, Seller may submit to Buyer a claim reflecting the percentage of work performed prior to the effective date of termination, plus reasonable charges that Seller can demonstrate to the satisfaction of Buyer using its standard record keeping system have resulted from the termination. Seller shall not be paid for any work performed or costs incurred which reasonably could have been avoided. Further, Seller shall not be paid, and in no event shall Buyer be obligated to pay, lost or anticipated profits. The provisions of this section shall not limit or affect the right of Buyer to cancel this contract for Default. Seller shall continue all work not terminated. b. Buyer may terminate performance of work under this Contract in whole or, from time to time, in part, if the Buyer determines that termination is in the Buyer’s interest. The Buyer shall terminate by delivering to the Seller a Notice of Termination specifying the extent of termination and the effective date. c. After receipt of a Notice of Termination, and except as directed by the Buyer, the Seller shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause: i. Stop work as specified in the notice. ii. Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the Contract. iii. Terminate all subcontracts to the extent they relate to the work terminated. iv. Assign to the Buyer, as directed by the Buyer, all right, title, and interest of the Seller under the subcontracts terminated, in which case the Buyer shall have the right to terminate settle or to pay any termination settlement proposal arising out of those terminations. v. With approval or ratification to the extent required by the Buyer, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification will be final for purposes of this Contract hereunderclause. vi. As directed by the Buyer, in whole or in part, at any time, without cause, by providing written notice transfer title and deliver to Seller. If so terminated under this provision, the Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shallfollowing items: (iA) Stop all The fabricated or un-fabricated parts, work on in process, completed work, supplies, and other material produced or acquired for the written effective date work terminated; and (B) The completed or partially completed plans, drawings, information, and other property that, if the Contract had been completed, would be required to be furnished to the extent specified;Buyer. (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions vii. Complete performance of the work as have not been terminated;. (iii) Terminate all contractsviii. Take any action that may be necessary, agreementsor that the Buyer may direct, for the protection and orders to the extent that they may relate to portions preservation of the work property related to this Contract that have been terminated; and (iv) Protect all property is in the possession of the Seller and in which the Buyer has or may acquire an interest. ix. Use its best efforts to sell, as directed or authorized by the Buyer, any property of the types referred to in subparagraph (vi) of this clause; provided, however, that the Seller: (A) Is not required to extend credit to any purchaser; and (B) May acquire the property under the conditions prescribed by, and at prices approved by, the Buyer. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the Buyer reserves under this Contract, credited to the right to verify claims hereunder and price or cost of the work, or paid in any other manner directed by the Buyer. d. The Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In submit complete termination inventory schedules no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) later than 30 days from the effective date of termination, unless extended in writing by the Buyer. e. After termination, the Seller shall submit a final termination settlement proposal to the Buyer in the form and with the certification prescribed by the Buyer. The Seller shall submit the proposal promptly, but no later than 60 days from the effective date of termination, unless extended in writing by the Buyer. If the Seller fails to submit the proposal within the time allowed, the Buyer may determine, on the basis of information available, the amount, if any, due to Seller. f. Subject to paragraph (d) of this clause, the Seller and the Buyer may agree upon the whole or any part of the amount to be paid or remaining to be paid because of the termination. The amount may include a reasonable allowance for profit on work done. However, the agreed amount may not exceed the total Contract price as reduced by: i. The amount of payments previously made; i. i. and the Contract price of work not terminated. g. The cost principles and procedures of Part 31 of the Federal Acquisition Regulation, in effect on the date of this Contract, shall govern all costs claimed, agreed to, or determined under this clause. h. In arriving at the amount due the Seller under this clause, there shall be deducted: i. All unliquidated advance or other payments to the Seller under the terminated portion of this Contract; ii. Any claim which the Buyer has against the Seller under this Contract; and iii. The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by the Seller or sold under the provisions of this clause and not recovered by or credited to the Buyer. i. If the termination is partial, the Seller may file a proposal with the Buyer for an equitable adjustment of the price(s) of the continued portion of the Contract. The Buyer shall make any equitable adjustment agreed upon. Any proposal by the Seller for an equitable adjustment under this clause shall be requested within 30 days from the effective date of termination unless extended in writing by the Buyer. j. The Buyer may, under the terms and conditions it prescribes, make partial payments and payments against costs incurred by the Seller for the terminated portion of the Contract, if the Buyer believes the total of these payments will not exceed the amount to which the Seller will be entitled. k. Unless otherwise provided in this Contract or by statute, the Seller shall maintain all records and documents relating to the terminated portion of this Contract for 10 years after final settlement. This includes all books and other evidence bearing on the Seller’s costs and expenses under this Contract.

Termination for Convenience. Buyer The Authority shall have the right to terminate this the Contract hereunder, in whole or in part, part at any time, without cause, time by providing giving the Contractor at least twenty (20) business days written notice (or such other period as may be stated in Schedule 3 (Contract Data Sheet)). Upon expiry of the notice period the Contract, or relevant part thereof, shall terminate without prejudice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective rights of the parties already accrued up to the date of termination. Seller Where only part of the Contract is being terminated, the Authority and the Contractor shall owe each other no further obligations in respect of the part of the Contract being terminated, but will continue to fulfil their respective obligations on all other parts of the Contract not being terminated. Following the above notification the Authority shall be entitled to exercise any of the following rights in relation to the Contract (or part being terminated) to direct the Contractor to: not start work on any element of the Contractor Deliverables not yet started; complete in accordance with the Contract the provision of any element of the Contractor Deliverables; as soon as may be reasonably practicable take such steps to ensure that the production rate of the Contractor Deliverables is reduced as quickly as possible; terminate on the best possible terms any subcontracts in support of the Contractor Deliverables that have no claim against Buyer not been completed, taking into account any direction given under clauses (2) and (3) of this condition. Where this condition applies (and subject always to the Contractor’s compliance with any direction given by the Authority under clause b): The Authority shall take over from the Contractor at a fair and reasonable price all unused and undamaged materiel and any Contractor Deliverables in the course of manufacture that are: in the possession of the Contractor at the date of termination; and provided by or supplied to the Contractor for services not the performance of the Contract, except such materiel and Contractor Deliverables in the course of manufacture as the Contractor shall, with the agreement of the Authority, choose to retain; the Contractor shall deliver to the Authority within an agreed period, or in absence of such agreement within a period as the Authority may specify, a list of: all such unused and undamaged materiel; and Contractor Deliverables in the course of manufacture, that are liable to be taken over by, or previously belonging to the Authority, and shall deliver such materiel and Contractor Deliverables in accordance with the directions of the Authority; in respect of Services, the Authority shall pay the Contractor fair and reasonable prices for each Service performed, anticipatory profits lostor partially performed, in accordance with the Contract. The Authority shall (subject to clause e below and to the Contractor’s compliance with any direction given by the Authority in clause b above) indemnify the Contractor against any commitments, liabilities or indirect or consequential damages claimed to have been suffered expenditure which would otherwise represent an unavoidable loss by the Contractor by reason of the termination of the Contract, subject to: the Contractor taking all reasonable steps to mitigate such loss; and the Contractor submitting a fully itemised and costed list of such loss, with supporting evidence, reasonably and actually incurred by the Contractor as a result of the termination of the Contract or relevant part. The Authority’s total liability under the provisions of this Condition shall be limited to the total price of the Contractor Deliverables payable under the contract (or relevant part), including any sums paid, due or becoming due to the Contractor at the date of termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on The Contractor shall include in any subcontract over £250,000 which it may enter into for the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions purpose of the work as have not been terminated; (iii) Terminate all contractsContract, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available terminate the subcontract under the terms of clauses a to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller e except that: the name of the Contractor shall be deemed to have relinquished its claim. In no event substituted for the Authority except in clause (1); the notice period for termination shall Buyer be liable for lost or anticipated profitsas specified in the subcontract, or unabsorbed indirect costs or overheadif no period is specified twenty (20) business days; and the Contractor’s right to terminate the subcontract shall not be exercised unless the main Contract, or relevant part, has been terminated by the Authority in accordance with the provisions of this condition 42. Claims for any sum in excess of the total Contract price. Seller’s termination claim payment under this condition shall be submitted within sixty (60) days from in accordance with the effective date of the terminationAuthority’s direction.

Termination for Convenience.  In addition to any other rights of Buyer shall have to cancel or terminate the right to Purchase Order, Buyer may terminate this Contract hereunder, in whole all or in part, any part of the Purchase Order at any time, without cause, time and for any reason by providing giving written notice to Seller. If so  Upon receipt of such notice, Seller shall immediately stop work on the Purchase Order or the terminated under this provisionportion thereof, and notify any subcontractors to do likewise. Buyer shall pay to Seller the Purchase Order price for all goods or services that have been completed in accordance with the Purchase Order and not previously paid for.  Where articles or materials are to be specifically manufactured for Buyer hereunder and where Seller is not in default, an equitable adjustment shall be made to cover Seller's actual cost, excluding profit, for work-in-process and raw materials as of the date of termination, to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of the Purchase Order.  Buyer will not be liable for any products delivered charges or services initiated and/or performed expenses incurred by Seller in advance of the normal lead time necessary to meet scheduled delivery dates nor for any expenses, charges or liability incurred subsequent to the giving of notice of cancellation.  Buyer will make no payments for finished goods, work-in-process, or raw materials in amounts in excess of those authorized by Buyer or for any undelivered goods which are in Seller's standard stock or which are readily marketable.  Seller must submit any claim to Buyer within thirty (30) days after the effective date of terminationtermination or that claim will be waived. Payments made to Seller shall have no claim against under this Paragraph 10 represent the sole responsibility of Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason in case of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions cancellation of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder Purchase Order and Seller shall make available agrees not to Buyercharge any other costs, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails expenses or fees to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall nor will Buyer be liable for lost any other costs, expenses, losses or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess fees arising out of the total Contract price. Seller’s cancellation or termination claim shall be submitted within sixty (60) days from the effective date of the terminationPurchase Order under this Paragraph 10.  Buyer has relied upon Seller's agreement to manufacture the goods or provide the services at the price and on the terms stated in the Purchase Order to allow Buyer to fulfill its contract to sell to Buyer’s Customer the products that incorporate the goods or services. Consequently, Seller may not terminate the Purchase Order before expiration, unless for good cause under mandatory laws.

Termination for Convenience. A. Buyer shall have the right to may terminate this Contract hereunderAgreement or any Purchase Order or Release issued, in whole or in partany part thereof, at any timetime for its sole convenience by giving written notice of termination to Supplier. Upon Supplier’s receipt of such notice, without causeSupplier shall, by providing unless otherwise specified in such notice, immediately stop all work hereunder and give prompt written notice to Sellerand cause all of its suppliers or subcontractors to cease all related work. B. There shall be no charges for termination of orders for standard Items. If so terminated under Paragraphs C through E of this provisionSection 5 shall govern Buyer’s payment obligation for custom Items. Custom Items are Items manufactured to Buyer’s specifications solely for Buyer and offered or sold to no other customer. Notwithstanding anything to the contrary, Buyer Supplier shall not be liable compensated in any way for any products work done after receipt of Buyer’s notice, nor for any costs incurred by Supplier’s vendors or subcontractors after Supplier receives the notice, nor for any costs Supplier could reasonably have avoided. C. Any claim for termination charges for custom Items, along with a summary of all mitigation efforts, must be submitted to Buyer in writing within forty five (45) days after receipt of Buyer’s termination notice D. Supplier’s claim may include the net cost of custom work in process scheduled to be delivered or services initiated and/or performed after within fifteen (15) days and that must be scrapped due to the effective date of termination. Seller shall have no claim against Buyer for services not performedSupplier shall, anticipatory profits lostwherever possible, or indirect or consequential damages claimed place such custom work in process in its inventory and sell it to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claimother customers. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of such claim exceed the total Contract priceprice for the Items terminated. SellerUpon payment of Supplier’s termination claim claim, Buyer shall be submitted within sixty (60entitled to all work and materials paid for. E. Before assuming any payment obligation under this section, Buyer may inspect Supplier’s work in process and audit all relevant documents. F. Notwithstanding anything else in this Agreement, failure to meet the delivery date(s) days from in the effective date Purchase Order shall be considered a material breach of contract and shall allow Buyer to terminate the terminationorder for the Item and/or any subsequent Releases in the Purchase Order without any liability whether the Purchase Order was for standard or custom Items.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to cancel or terminate this Contract hereunderPurchase Order, in whole Buyer may terminate all or in part, any part of this Purchase Order at any time, without cause, time and for any reason by providing giving written notice to Seller. If so Upon receipt of such notice, Seller shall immediately stop work on this Purchase Order or the terminated under this provisionportion thereof, and notify any subcontractors to do likewise without any subcontractor recourse to the Buyer. Buyer shall pay to Seller the Purchase Order price for all goods or services that have been completed in accordance with this Purchase Order and not previously paid for. Where articles or materials are to be specifically manufactured for Buyer hereunder and where Seller is not in default, an equitable adjustment shall be made to cover Seller's actual cost, excluding profit, for work-in- process and raw materials as of the date of termination, to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this Purchase Order. Buyer will not be liable for any products delivered charges or services initiated and/or performed expenses incurred by Seller in advance of the normal lead time necessary to meet scheduled delivery dates nor for any expenses, charges or liability incurred subsequent to the giving of notice of cancellation. Buyer will make no payments for finished goods, work-in-process, or raw materials in amounts in excess of those authorized by Buyer or for any undelivered goods which are in Seller's standard stock or which are readily marketable. Seller must submit any claim to Buyer within thirty (30) days after the effective date of terminationtermination or that claim will be waived. Payments made to Seller shall have no claim against under this Paragraph 10 represent the sole responsibility of Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason in case of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions cancellation of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder Purchase Order and Seller shall make available agrees not to Buyercharge any other costs, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails expenses or fees to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall nor will Buyer be liable for lost any other costs, expenses, losses or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess fees arising out of the total Contract price. Seller’s cancellation or termination claim shall be submitted within sixty (60) days from the effective date of the terminationPurchase Order under this Paragraph 10. Buyer has relied upon Seller's agreement to manufacture the goods or provide the services at the price and on the terms stated in the Purchase Order to allow Buyer to fulfill its contract to sell to Buyer’s Customer the products that incorporate the goods or services. Consequently, Seller may not terminate this Purchase Order before expiration.

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunder, A. This Order and any and all rights granted and obligations assumed may be terminated in whole or in partpart by Buyer, at any time, without cause, by providing if Buyer determines that a termination is in its interest. Buyer shall deliver to Seller a written notice to Seller. If so terminated of termination specifying the extent of termination and the effective date. B. After receipt of notice of termination, and except as otherwise mutually agreed, Seller shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this provisionclause: 1. Promptly stop all work as specified in the notice. 2. Place no further subcontracts for materials, Buyer shall not services, or facilities except as necessary to complete the continued portion of this Order. 3. Terminate all subcontracts to the extent they relate to the work terminated. 4. As directed by ▇▇▇▇▇, transfer title and deliver to Buyer: i. The fabricated or unfabricated products, work in process, completed work, supplies, and other material produced or acquired for the work terminated; and ii. The completed or partially completed plans, drawings, information, and other property that, if the Order had been completed, would be liable for any products delivered or services initiated and/or performed required to be furnished to Buyer. 5. Submit a termination claim within sixty (60) days after the effective date of terminationthe termination notice incorporating all claims of Seller. The amount to which Seller shall have no claim against be entitled upon complete termination of this Order shall be determined as follows: i. Any payments then due and owing to Seller from Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed work performed and accepted by Buyer prior to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specifiedof termination; (ii) Place no further contracts, agreements, . An allowance for any reasonable cancellation charges due to material commitments made by Seller with Seller's suppliers or orders hereunder except as may be necessary for completing such portions of the work as have not been terminatedsubcontractors; (iii) Terminate all contracts. At Buyer’s option, agreementsan allowance for any inventory held by Seller which is for ▇▇▇▇▇'s Order, in which case Seller shall transfer title and orders possession of said inventory to the extent Buyer in accordance with ▇▇▇▇▇'s instructions; iv. Any other amounts that they may relate are mutually acceptable to portions of the work that have been terminated; andBuyer and Seller as being fair and reasonable. (iv) 6. Protect all property in Seller's possession in which Buyer has or may acquire an interest. 7. Complete performance of the work not terminated. C. In the event payment has been made by Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the amount determined as being the entitlement of Seller under the provisions of this article, Seller shall repay such excess costs immediately. Buyer may deduct as a set off, any excess amounts from other open subcontracts or Orders with Seller, if any. D. In the event payments made by Buyer are less than the amount determined as being the entitlement of Seller under the provisions of this article, Buyer shall pay to Seller such difference between the amount so paid and the total Contract price. Seller’s termination claim shall amount determined to be submitted due to Seller in accordance with this article within sixty (60) days from the effective date of the termination.thirty

Termination for Convenience. (a) Buyer shall have the right to terminate may terminate, for convenience, work under this Contract hereunder, Agreement in whole or in part, at any time, without cause, time by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such terminationelectronic notice. Upon receiving notice of any such terminationtermination Supplier shall, Seller shall: (i) Stop to the extent and at the time specified by Buyer, stop all work on the written effective date and to the extent specified; (ii) Place this Agreement, place no further contractsorders hereunder, agreementsterminate work outstanding hereunder, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate assign to Buyer all contractsSupplier's interests under terminated subcontracts and Agreements, agreementssettle all claims thereunder after obtaining Buyer's approval, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect protect all property in which Buyer has or may acquire an interest, and transfer title and make delivery to Buyer of all Items, materials, work in process, or other things held or acquired by Supplier in connection with the terminated portion of this Agreement. Supplier shall proceed promptly to comply with Buyer's directions respecting each of the foregoing without awaiting settlement or payment of its termination claim. (b) Within six (6) months from such termination, Supplier may submit to Buyer reserves its written claim for termination charges, in the right form and with supporting data and detail prescribed by Buyer. Failure to verify submit such claim within the prescribed time frame and with such items shall constitute a waiver of all claims hereunder and Seller a release of all Buyer's liability arising out of such termination. (c) The parties may agree upon the amount to be paid Supplier for such termination. If they fail to agree, Buyer shall make available pay Supplier the amount due for Items delivered prior to termination and in addition thereto but without duplication, shall pay the following amounts: (i) The contract price for all Items completed in accordance with this Agreement and not previously paid for; (ii) The actual costs for work in process incurred by Supplier which are properly allocable or apportionable under Generally Accepted Accounting Principles (GAAP) to the terminated portion of this Agreement and a sum constituting a fair and reasonable profit on such costs. The Supplier agrees to keep true, complete, and accurate records in compliance with GAAP for the purpose of determining allocability of Suppliers costs under this agreement. Such records shall contain sufficient detail to permit a determination of the accuracy of the costs; Independent nationally recognized accountants (the "Auditor") designated by Buyer and reasonably acceptable to Supplier shall have the right, at Buyer's expense and upon reasonable notice, upon its reasonable request, to conduct audits of all of the relevant books and records of Supplier in order to determine the accuracy and allocability of costs submitted by Supplier to Buyer under this provision. (iii) The reasonable costs of Supplier in making settlement hereunder and in protecting Items to which Buyer has or may acquire an interest. (d) Payments made under subparagraphs (c)(i) and (c)(ii) shall not exceed the aggregate price specified in this Agreement, less payment otherwise made or to be made. Buyer shall have no obligation to pay for inspection and audit. If Seller fails Items lost, damaged, stolen or destroyed prior to afford Buyer its rights hereunderdelivery to Buyer. (e) The foregoing paragraphs (a) to (d) inclusive, Seller shall be deemed applicable only to have relinquished its claima termination for Buyer's convenience and shall not affect or impair any right of Buyer to terminate this Agreement for Supplier's default in the performance hereof. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of Confidential Materials omitted and filed separately with the total Contract priceSecurities and Exchange Commission. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationAsterisks denote omissions.

Termination for Convenience. Buyer shall have (a) The Authority may, whenever the right to interests of the Authority so require, terminate this Contract hereunderContract, in whole or in part, at any time, without cause, by providing for the convenience of the Authority. The Authority shall give written notice of the termination to Seller. If so the Contractor specifying the part of the Contract terminated under this provisionand when termination becomes effective. (b) The Contractor shall incur no further obligations in connection with the terminated orders, Buyer shall not be liable for any products delivered or services initiated and/or performed after and, on the effective date set forth in the notice of termination, the Contractor will stop providing Services to the extent specified. Seller The Contractor also shall have no claim against Buyer for services terminate outstanding orders and Subcontracts as they relate to the terminated order. The Contractor shall settle the liabilities and claims arising out of the termination of Subcontracts and orders connected with the terminated orders. The Authority may direct the Contractor to assign the Contractor's right, title, and interest under terminated orders or Subcontracts to the Authority. The Contractor must still complete any orders not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered terminated by reason of such termination. Upon receiving the notice of termination and may incur such termination, Seller shall:obligations as are necessary to do so. (ic) Stop all work on The Authority may require the written effective date Contractor to transfer title and deliver to the Authority in the manner and to the extent specifieddirected by the Authority: (1) any completed supplies; and (2) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (hereinafter called "Manufacturing Materials") as the Contractor has specifically produced or specially acquired for the performance of the terminated part of this Contract. The Contractor shall, upon direction of the Authority, protect and preserve property in the possession of the Contractor in which the Authority has an interest. If the Authority does not exercise this right, the Contractor shall use its best efforts to sell such supplies and Manufacturing Materials. (d) The Authority shall pay the Contractor the following amounts: (1) Contract prices for supplies accepted under the Contract; (ii2) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions costs incurred in preparing to perform and performing the terminated portion of the work as Services plus a fair and reasonable profit on such portion of the Services (such profit shall not include anticipatory profit or consequential damages), less amounts paid or to be paid for accepted supplies; provided, however, that if it appears that the Con- tractor would have not sustained a loss if the entire Contract would have been terminatedcompleted, no profit shall be allowed or included, and the amount of compensation shall be reduced to reflect the anticipated rate of loss; (iii3) Terminate all contracts, agreements, costs of settling and orders to the extent that they may relate to portions paying claims arising out of the work that have been terminatedtermination of Subcontracts (these costs must not include costs paid in accordance with subparagraph (2) of this paragraph); and (iv4) Protect all the reasonable settlement costs of the Contractor and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the Contract and for the termination and settlement of Subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of property in which Buyer has or may acquire an interest. Buyer reserves allocable to the right terminated portion of this Contract. (5) The total sum to verify claims hereunder and Seller be paid the Contractor under this paragraph shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of not exceed the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from Sum plus the effective date reasonable settlement costs of the terminationContractor reduced by the amount of payments otherwise made, the proceeds of any sales of supplies and Manufacturing Materials under this paragraph, and the Contract price of orders not terminated.

Termination for Convenience. (a) Buyer shall have the right to terminate this Contract hereunder, in whole or in part, at any time, without causemay, by providing written notice to Seller, terminate all or any part of this Contract for convenience and without cause. If so only part of the Contract is terminated, Seller is not excused from performance of the non-terminated part of the Contract. (b) In the event of a termination for convenience by ▇▇▇▇▇, Seller may be paid an amount, to be mutually agreed upon, which shall be adequate to cover the actual reasonable cost paid by Seller for the actual labour and material reasonably used by Seller to perform the work under this provisionContract up to the effective date of termination, plus a reasonable profit. Buyer shall will not be liable pay for any products delivered anticipatory profits related to work under this Contract not yet performed or services initiated and/or performed after costs incurred due to Seller's failure to terminate work as ordered as of the effective date of termination. Under no circumstances will the total amount paid under the provisions of this paragraph exceed the prices set forth in this Contract for the work terminated. (c) Buyer, in addition to any other rights and remedies provided by applicable law or under this Contract, may require Seller shall have no claim against to transfer title and deliver to Buyer for services not performedor to Buyer’s customer, anticipatory profits lost, or indirect or consequential damages claimed in the manner and to have been suffered the extent directed by reason of such termination. Upon receiving notice of such termination, Seller shall▇▇▇▇▇ for: (i) Stop all work on the written effective date and to the extent specified; any completed Goods; (ii) Place no further contracts, agreements, any partially completed Goods or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; in progress; and (iii) Terminate all contractsany Manufacturing Materials as Seller has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated. (d) Seller shall, agreementsupon direction of Buyer, mark, separate, protect, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all preserve property in Seller’s possession in which Buyer or the Buyer’s customer has or may acquire an interest. . (e) Payment for completed Goods delivered to and accepted by Buyer reserves the right pursuant to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller subparagraph (c) above shall be deemed at the Contract price. Payment for partially completed Goods, for Manufacturing Materials or work in progress delivered to have relinquished its claim. In no event shall and accepted by Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overheadpursuant to subparagraph (c) above, or for any sum the protection and preservation of property in excess Seller’s possession pursuant to subparagraph (d) above, shall be in an amount agreed to by Buyer and Seller, and failure to agree to such amount shall be a dispute concerning a question of fact within the meaning ¶ 30, DISPUTE RESOLUTION. Seller must transfer title and deliver partially completed Goods, work in progress, or Manufacturing Materials in accordance with ▇▇▇▇▇’s direction even if the parties have not yet agreed on terms of Payment. Under no circumstances shall a failure of the total parties to agree upon payment terms excuse the Seller from performing in accordance with ▇▇▇▇▇'s direction. (f) If Buyer notifies Seller in writing that the termination of this Contract price. Sellerpursuant to this ¶ 20 was directed by the U.S. Government or that Buyer’s prime contract with the U.S. Government has been terminated for convenience, termination claim shall will be submitted within sixty (60) days from the effective date in accordance with applicable provisions of Part 49 of the terminationFAR, including Subparts 49.2 and 49.3 as applicable.

Termination for Convenience. Buyer shall have the right to may terminate this Contract hereunder, in whole or in part, at any time, without cause, by providing upon ten (10) days’ advance written notice to SellerSupplier. Upon such notice, Supplier shall not make new commitments for any additional raw materials, inventory or services related to the Products under this Contract without the prior written approval of Buyer. Buyer shall pay Supplier for raw materials unique to the Products, work-in-process and finished goods in inventory for the Products authorized under a firm release from Buyer that are useable and in a merchantable condition (“Inventory”) remaining in Supplier’s possession on the termination date, after receipt of payment for such Inventory from Buyer’s customer and delivery of such Inventory to Buyer. The purchase price for the Inventory, which shall be Supplier’s sole and exclusive recovery from Buyer on account of termination for convenience, will be (a) the c ontract price for all Products that have been completed in accordance with this Contract as of the termination date not previously paid for, plus (b) the actual documented costs of work in process and raw materials incurred by Supplier in furnishing the Products to the extent such costs are reasonable in amount and are properly apportionable under generally accepted accounting principles to the terminated portion of this Contract, less (c) the reasonable value or cost (whichever is higher) of any goods or materials us ed or sold by Supplier with Buyer’s written consent. If so terminated Buyer’s customer is unreasonably delayed in making payment for Inventory, B uyer shall negotiate with Supplier a good faith settlement. In no event will Buyer be required to pay for Inventory that Supplier fabricates or procures in amounts that exceed amounts authorized in Buyer’s firm delivery releases nor will Buyer be required to pay for any goods or materials that are in Supplier’s standard stock or that are readily marketable. Payments made under this provision, Buyer shall Section will not exceed the aggregate price for finished Products that would be liable for any products delivered or services initiated and/or performed produced by Supplier under firm delivery releases outstanding on the date of termination. Within sixty (60) days after the effective date of termination. Seller , Supplier shall have no submit a comprehensive termination claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable requestwith sufficient supporting data to permit an audit by Buyer, all relevant books and records for inspection will thereafter promptly furnish any supplemental and audit. If Seller fails to afford supporting information Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationreasonably requests.

Termination for Convenience. Buyer shall have Purchaser reserves the right to terminate this Contract hereunder, in whole or in partright, at any time, without causeto terminate this Master Agreement, or any portion of the Work, for its sole convenience. Any such termination shall be effected by providing delivery of a written notice of termination to SellerACLARA specifying the extent to which the Master Agreement and related Work have been terminated and the date upon which the termination shall be effective. If so terminated The date of the effective date of termination shall be no earlier than 30 days from the receipt of the notice of termination by ACLARA. Upon receipt of such notice, ACLARA, shall in good faith and using all Commercially Reasonable Efforts, stop all work hereunder, and shall promptly take steps to cancel existing orders, contracts and subcontracts relating to the Work. In the event of such termination, ACLARA shall be entitled to receive: a) the contract price due ACLARA for the Work performed, the equipment delivered, the Software licensed and the Services performed; b) the contract price for Equipment manufactured but not delivered prior to the effective date of termination if Purchaser desires to purchase such Equipment; c) all costs reasonably incurred by ACLARA prior to the effective date of termination including, but not limited to, labor, materials and overhead not covered under this provision(a) or (b), Buyer above; d) the reasonable cost of termination reasonably incurred by ACLARA in accordance with Purchaser’s termination notice which costs shall not be liable for include the reasonable cost incurred by ACLARA in preparing any products delivered or services initiated and/or performed termination settlement proposal; and e) Fifteen percent (15%) of the amounts payable under (c) and (d), above. No costs incurred after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving the notice of such termination, Seller shall: (i) Stop all work on termination shall be treated as a reimbursable cost unless it relates to performing the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions portion of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum taking measures reasonably required to comply with Purchaser’s notice of termination in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationa prudent and business-like manner.

Termination for Convenience. Buyer shall have the right to may terminate this Contract hereunderAgreement or a Purchase Order, in whole or in part, at any timetime and for any reason and without liability, without cause, by providing upon thirty (30) days prior written notice to Seller. If so terminated under this provisionSuch termination shall not constitute a default by Buyer. In such event, Seller shall immediately stop all work on such Purchase Order, and upon Buyer’s request, transfer title and deliver to Buyer all finished goods, work in process, and/or raw materials that Seller produced or acquired in connection with a Purchase Order. In the event that Buyer terminates for convenience by Buyer (but not termination after Seller defaults), Buyer shall not be liable reimburse or pay to Seller: (i) the Purchase Order price for any products delivered all finished and conforming goods or services initiated and/or performed and are delivered to Buyer, and (ii) Seller’s reasonable actual cost of work in process or raw materials which Seller produced or acquired in connection with a Purchase Order, and which Seller cannot reasonably use in its operations within ninety (90) days after the effective date of terminationthat Buyer terminates. Seller shall have no furnish to Buyer any claim against Buyer for services not performed, anticipatory profits lostreimbursement of such costs along with supporting documentation within thirty (30) days after termination, or indirect or consequential damages claimed to have been suffered by reason of any such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller claim shall be deemed to have relinquished its claimbeen waived. In no event Buyer’s obligation to Seller on termination, if any, shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess limited to the express provisions of the total Contract pricethis Agreement. Seller’s warranty, intellectual property, confidentiality, and related obligations under this Agreement shall survive Buyer’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationfor convenience.

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunder, ‌ A. This Order and any and all rights granted and obligations assumed may be terminated in whole or in partpart by Buyer, at any time, without cause, by providing if Buyer determines that a termination is in its interest. Buyer shall deliver to Seller a written notice to Seller. If so terminated of termination specifying the extent of termination and the effective date. B. After receipt of notice of termination, and except as otherwise mutually agreed, Seller shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this provisionclause: 1. Promptly stop all work as specified in the notice. 2. Place no further subcontracts for materials, Buyer shall not services, or facilities except as necessary to complete the continued portion of this Order. 3. Terminate all subcontracts to the extent they relate to the work terminated. 4. As directed by ▇▇▇▇▇, transfer title and deliver to Buyer: i. The fabricated or unfabricated products, work in process, completed work, supplies, and other material produced or acquired for the work terminated; and ii. The completed or partially completed plans, drawings, information, and other property that, if the Order had been completed, would be liable for any products delivered or services initiated and/or performed required to be furnished to Buyer. 5. Submit a termination claim within sixty (60) days after the effective date of terminationthe termination notice incorporating all claims of Seller. The amount to which Seller shall have no claim against be entitled upon complete termination of this Order shall be determined as follows: i. Any payments then due and owing to Seller from Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed work performed and accepted by Buyer prior to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specifiedof termination; (ii) Place no further contracts, agreements, . An allowance for any reasonable cancellation charges due to material commitments made by Seller with Seller's suppliers or orders hereunder except as may be necessary for completing such portions of the work as have not been terminatedsubcontractors; (iii) Terminate all contracts. At Buyer’s option, agreementsan allowance for any inventory held by Seller which is for ▇▇▇▇▇'s Order, in which case Seller shall transfer title and orders possession of said inventory to the extent Buyer in accordance with ▇▇▇▇▇'s instructions; iv. Any other amounts that they may relate are mutually acceptable to portions of the work that have been terminated; andBuyer and Seller as being fair and reasonable. (iv) 6. Protect all property in Seller's possession in which Buyer has or may acquire an interest. 7. Complete performance of the work not terminated. C. In the event payment has been made by Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the amount determined as being the entitlement of Seller under the provisions of this article, Seller shall repay such excess costs immediately. Buyer may deduct as a set off, any excess amounts from other open subcontracts or Orders with Seller, if any. D. In the event payments made by Buyer are less than the amount determined as being the entitlement of Seller under the provisions of this article, Buyer shall pay to Seller such difference between the amount so paid and the total Contract price. Seller’s termination claim shall amount determined to be submitted due to Seller in accordance with this article within sixty (60) days from the effective date of the termination.thirty

Termination for Convenience. ▪ In addition to any other rights of Buyer shall have to cancel or terminate the right to Purchase Order, Buyer may terminate this Contract hereunder, in whole all or in part, any part of the Purchase Order at any time, without cause, time and for any reason by providing giving reasonable prior written notice to Seller. If so ▪ Upon receipt of such notice, Seller shall immediately stop work on the Purchase Order or the terminated under this provisionportion thereof, and notify any subcontractors to do likewise. Buyer shall pay to Seller the Purchase Order price for all goods or services that have been completed in accordance with the Purchase Order and not previously paid for. ▪ Where articles or materials are to be specifically manufactured for Buyer hereunder and where Seller is not in default, an equitable adjustment shall be made to cover Seller's actual cost, excluding profit, for work-in-process and raw materials as of the date of termination, to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of the Purchase Order. ▪ Buyer will not be liable for any products delivered charges or services initiated and/or performed expenses incurred by Seller in advance of the normal lead time necessary to meet scheduled delivery dates nor for any expenses, charges or liability incurred subsequent to the giving of notice of cancellation. ▪ Buyer will make no payments for finished goods, work-in-process, or raw materials in amounts in excess of those authorized by Buyer or for any undelivered goods which are in Seller's standard stock or which are readily marketable. ▪ Seller must submit any claim to Buyer within thirty (30) days after the effective date of terminationtermination or that claim will be waived. Payments made to Seller shall have no claim against under this Paragraph 10 represent the sole responsibility of Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason in case of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions cancellation of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder Purchase Order and Seller shall make available agrees not to Buyercharge any other costs, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails expenses or fees to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall nor will Buyer be liable for lost any other costs, expenses, losses or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess fees arising out of the total Contract price. Seller’s cancellation or termination claim shall be submitted within sixty (60) days from the effective date of the terminationPurchase Order under this Paragraph 10. ▪ Buyer has relied upon Seller's agreement to manufacture the goods or provide the services at the price and on the terms stated in the Purchase Order to allow Buyer to fulfill its contract to sell to Buyer’s Customer the products that incorporate the goods or services. Consequently, Seller may not terminate the Purchase Order before expiration, unless for good cause under mandatory laws.

Termination for Convenience. A. Buyer shall have the right to may terminate this Contract hereunder, in whole or in part, Agreement at any time, without cause, by providing time for any reason or for its convenience upon giving [*] written notice of termination to Sellerthe Seller ("Termination Period"). If so terminated under Buyer warrants that all provisions of this provisionAgreement will be upheld throughout the Termination Period. Upon receipt of such notice, Seller shall immediately cease to incur expenses, except those necessary for execution of remaining Purchase Orders, pursuant to this Agreement. Buyer may terminate on shorter notice but if it does, Buyer shall not pay Seller a negotiated amount. Seller and Buyer shall also take all reasonable steps to mitigate the cost to both Parties for terminating this Agreement. Seller shall immediately notify Buyer of costs incurred through the last day of the Termination Period, and Buyer shall be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claimcosts. In no event shall such cost exceed the unpaid balance due: 1. for conforming Product delivered per Issuing Party's Purchase Orders prior to the actual termination date and an amount for Product that would have been delivered through the Termination Period, which shall be negotiated between the Parties. -------------------------------------------------------------------------------- Iomega WS, Supplier RM Rev. P, July 30, 1997 -- -- Page 14 of 26 -------------------------------------------------------------------------------- 2. for all finished goods, work in progress, and Buyer be liable unique Components that have been purchased within lead time by Seller to fulfill Issuing Party's Purchase Order(s), and to reimburse Seller for lost or anticipated profits, or unabsorbed indirect costs or overhead, cancellation and/or return charges for non-unique Components that have been purchased within lead time by Seller to fulfill issuing Party's Purchase Order(s). B. Seller may terminate this Agreement at any time for any reason or for any sum in excess its convenience upon giving [*] written notice of termination to the Buyer ("Termination Period"). Seller warrants that all provisions of this Agreement will be upheld throughout the Termination Period. Seller agrees to assist Buyer, upon Buyer's request, to locate and secure sufficient capacity for Product to meet Buyer's demand before the end of the total Contract priceTermination Period. Seller’s termination claim Seller and Buyer shall be submitted within sixty (60) days from use best efforts to mitigate the effective date cost to Buyer for terminating this Agreement including, but not limited to, minimizing the inventory of Buyer-unique, non-cancelable and/or non-returnable material at the end of the terminationTermination Period and Buyer may elect to purchase Components, work in process and finished goods at [*].

Termination for Convenience. (a) Work under this Order may be terminated in whole or from time to time in part for its convenience by Buyer at any time, by written notice to Seller, whereupon Seller will stop work on the date and to the extent specified in the notice and terminate all lower-tier supplier(s) or subcontractor(s) orders to the extent they relate to the terminated work. Seller will promptly advise Buyer of the quantities of applicable work and material on hand or purchased prior to said termination and the most favorable disposition that Buyer and Seller can make thereof. Seller will comply with ▇▇▇▇▇’s instructions regarding transfer and disposition of title to the possession of such work and material. (b) Within thirty (30) days after receipt of notice of termination, Seller will submit all claims resulting from such termination. Buyer shall have the right to terminate audit such claims at any reasonable time or times by inspecting and auditing Seller’s records, facilities, work or materials relating to this Contract hereunderOrder. Buyer will pay Seller the price for finished work accepted by ▇▇▇▇▇. In addition, for non-commercial-off-the-shelf items, Buyer will pay Seller the cost of work in process allocable to the terminated work, in whole accordance with generally accepted accounting principles, less the agreed value of any work in process used or sold by Seller with ▇▇▇▇▇’s consent and less the cost of any defective or destroyed work in partprocess. Notwithstanding the above, at any time, without cause, by providing written notice to Seller. If so terminated payments made under this provisionArticle shall not exceed the aggregate p rice specified in this Order less any payments previously made. Further, the amount of termination claim shall be reduced on any portion related to costs for work in process to reflect on a pro rata basis, any projected loss on the entire Order had it been completed in its entirety. (c) Upon termination of this Order, and for any reason whatsoever, Buyer shall not be liable for or obligated to Seller with respect to any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performedpayments associated with special, anticipatory profits lostcollateral, or indirect exemplary, indirect, incidental or consequential damages claimed to have been suffered by reason (Including without limitation, loss of such termination. Upon receiving notice goodwill, loss of profits or revenues, loss of savings, loss of use, interruptions of business and claims of customers), indemnification or other compensation regarding such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, irrespective of whether such obligations or orders hereunder except as liabilities may be necessary for completing such portions contemplated in the law of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has New York or may acquire an interest. Buyer reserves the right to verify claims hereunder elsewhere and Seller shall make available hereby waives and relinquishes any rights pursuant to Buyerlaw or otherwise to any such payments, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost indemnification or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationcompensation.

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunder, ‌ A. This Order and any and all rights granted and obligations assumed hereby may be terminated in whole or in part, at any time, without cause, part by providing Buyer giving written notice to Seller. If so Upon receipt of a notice of termination, and except as otherwise directed by ▇▇▇▇▇, Seller shall immediately, as to the terminated portion of this Order and regardless of any delay in determining or adjusting any amounts due under this provisionclause, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performedpromptly stop work, anticipatory profits lost, or indirect or consequential damages claimed notify subcontractors to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreementsstop work, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all protect property in Seller's possession in which Buyer has or may acquire an interest. B. As directed by ▇▇▇▇▇, Seller shall transfer title and possession to Buyer of any inventory and property, including plans, drawings, and information held by Seller which is for Buyer’s Order. In accordance with ▇▇▇▇▇’s instructions, Seller shall assign to Buyer reserves all right, title, and interest of Seller under the subcontracts of Seller that are terminated, in which case Buyer shall have the right to verify claims hereunder and Seller shall make available settle or to Buyer, upon its reasonable request, all relevant books and records for inspection and auditpay any termination settlement proposal arising out of those terminations. If Seller fails With approval or ratification to afford Buyer its rights hereunderthe extent required by ▇▇▇▇▇, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess settle all outstanding liabilities and termination settlement proposals arising from the termination of the total Contract price. Seller’s subcontracts; the approval or ratification will be final for purposes of this clause. C. Seller shall submit a termination claim shall be submitted settlement proposal within sixty (60) days from after the effective date of the terminationtermination notice incorporating all claims of Seller in the form and with the certification prescribed by Buyer. Seller and ▇▇▇▇▇ may agree upon the whole or any part of the amount to be paid because of the termination and the Order shall be amended and Seller paid the agreed amount. In no event shall payment to Seller exceed the total Order price as reduced by the amount of payments previously made and the Order price of work not terminated. D. Unless otherwise provided in this Order, Seller shall maintain all records and documents relating to the terminated portion of this Order for three (3) years after final settlement. This includes all books and other evidence bearing on Seller’s costs and expenses under this Order. Seller shall make these records and documents available to Buyer, at Seller’s office, at all reasonable times, without any direct charge.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to terminate this Contract hereundercontract, in whole Buyer may, at its option, immediately terminate all or in partany part of this contract, at any time, without causetime and for any reason, by providing giving written notice to Seller. If so terminated Upon such termination, Buyer shall pay to Seller the following amounts without duplication: (a) the contract price for all goods or services that have been completed in accordance with this contract and not previously paid for; and (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the goods or services under this provisioncontract to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this contract; less, however, the sum of the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with Buyer’s written consent, and the cost of any damaged or destroyed goods or material. Buyer will make no payments for finished goods, services, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in delivery releases nor for any undelivered goods that are in Seller’s standard stock or that are readily marketable. Payments made under this Paragraph shall not exceed the aggregate price payable by Buyer for finished goods or services that would be produced or performed by Seller under delivery or release schedules outstanding at the date of termination. Except as provided in this Paragraph, Buyer shall not be liable for any products delivered and shall not be required to make payments to Seller, directly or services initiated and/or performed after the effective date on account of termination. Seller shall have no claim against Buyer claims by Seller’s subcontractors, for services not performedloss of anticipated profit, anticipatory profits lostunabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or indirect or consequential damages claimed to have been suffered by reason general and administrative burden charges from termination of such terminationthis contract. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) Within 60 days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer, with sufficient supporting data to permit Buyer’s audit, and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer or its agents shall have the terminationright to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Seller.

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunder, in whole or in part13.1. 100 The Authority may, at any time, without cause, by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable time and for any products delivered or services initiated and/or reason, terminate this Agreement for the convenience of the Authority. In such case, the Contractor shall be paid (and shall accept payment) for that portion of the entire Contract actually performed after to the effective date of termination, excluding, however, any loss of anticipated profits. Seller Disputes as to the sum payable to the Contractor shall be settled in accordance with the Disputes Article of the Agreement. 13.1. 101 Such termination shall be effective in the manner and at the time specified in such notice and shall be without prejudice to any claims that the Authority may have no claim against Buyer the Contractor. Upon receipt of such notice from the Authority, the Contractor shall immediately discontinue all work and the placing of all orders for services not performedmaterials and equipment, anticipatory profits lostfacilities and supplies in connection with the performance of this Contract. The Contractor shall cancel promptly all existing orders and terminate work under all subcontracts so far as such orders and work are chargeable to this Contract. The Contractor shall take such measures for the protection of the property of the Authority as may be directed by the Authority. 13.1. 102 Upon termination of this Agreement, as provided by this paragraph, full and complete adjustment and payment of all amounts due the Contractor arising out of this Agreement as determined by an audit conducted by or indirect for the Authority, as soon as practicable after such termination, shall be made as follows: A. The Authority shall reimburse the Contractor for all costs incurred to date of termination, including reasonable overhead and expense made in the performance of this Contract, less amounts previously paid. B. The Authority shall also reimburse the Contractor for all costs to which the Contractor has been subjected or consequential damages claimed to have been suffered is legally liable for by reason of such termination. Upon receiving the termination of this Contract, including reasonable costs related to cancellation of orders, termination of subcontracts, etc. C. The Authority shall also reimburse the Contractor for the reasonable cost of providing protection of the property of the Authority as directed by the notice of such termination. D. The sum total of the payments made under this paragraph shall not exceed the total amount of the Agreement, Seller shall:less payments previously made. (i) Stop E. Title to all work on the written effective date and property accruing to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions Authority by reason of the work as have not been terminated; (iii) Terminate all contracts, agreementstermination of this Contract shall immediately vest in the Authority, and orders the Contractor will execute and deliver to the extent that they may relate Authority all papers necessary to portions transfer title. F. The Authority or its representative shall be afforded full access to all books, correspondence, data and papers of the work that have been terminated; and (iv) Protect all property Contractor relating to this Contract in which Buyer has or may acquire an interest. Buyer reserves order to determine the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationamount due.

Termination for Convenience. Buyer shall have the right to (a) Purchaser may terminate this Contract hereunderorder, in whole or in part, at any time, without cause, time for its convenience by providing written notice to Seller. If so terminated under this provisionSeller in writing, Buyer shall not be liable for any products delivered or services initiated and/or performed after specifying the extent of the termination and the effective date date. On receipt by Seller of termination. such notice, Seller shall have no claim against Buyer for services not performedimmediately comply with Purchaser’s instructions and, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contractsspecified therein, agreementsstop work and the placement of subcontracts hereunder, or orders hereunder except as may be necessary for completing such portions of the terminate work as have not been terminated; (iii) Terminate all contracts, agreementsunder subcontracts outstanding hereunder, and orders take any action necessary to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all protect property in Seller’s possession in which Buyer has Purchaser or Purchaser’s customer have or may acquire an interest. Buyer reserves Within fifteen (15) days of receipt by Seller of such notice, Seller shall advise Purchaser of the right actions taken by Seller to verify claims hereunder comply with Purchaser’s instructions and Seller shall make available also notify Purchaser of its intent to Buyerfile a termination claim. In the event Purchaser terminates this order for any reason other than Default or Insolvency and Seller submits a termination claim, upon Purchaser shall pay to Seller the following: (i) amounts due for articles delivered and accepted or services completed in accordance herewith, and not therefore paid prior to the effective date of termination; (ii) actual work in process incurred by Seller if properly allocable or apportionable under generally accepted accounting principles and practices to the terminated portion of the order, including liabilities to subcontractors which are so allocable, excluding any and all costs of articles which can be diverted to other orders of Seller or retained by Seller for its own or future orders, and exclusive of any costs, attributable to Seller’s articles paid or to be paid under (i) above; (iii) a reasonable requestcancellation charge. Compensation to the Contractor shall be in accordance with part 49 of the Federal Acquisition Regulation in effect on the date of this contract. The total claim shall not exceed the order price and if it appears that the Seller would have sustained a loss on the entire order, all relevant books and records for inspection and audithad it been completed, an appropriate adjustment shall be made reducing the amount of the claim to reflect the indicated percentage of loss. If Should there be an overpayment by Purchaser to Seller fails to afford Buyer its rights hereunderas determined in accordance with (a) above, as the result of termination, Seller shall be deemed promptly reimburse Purchaser for all sums overpaid. (b) In order to have relinquished receive reimbursement for costs claimed under (a) above, Seller shall submit its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted claims within sixty thirty (6030) days from after the effective date of the termination. Failure to submit a claim (c) within the specified time period shall constitute a waiver thereof unless Seller requests in writing, prior to the expiration of such time period, that a time extension for filing its claim be granted by Purchaser. Any such extension, if granted, shall be effective only if authorized in writing by Purchaser.

Termination for Convenience. Buyer 30.1 The performance of Work under this contract may be terminated in whole, or from time to time in part, by the County in accordance with this clause. Termination of Work hereunder shall be affected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of Work under the contract is terminated. If the notice is hand delivered to Contractor by County, termination becomes effective on date signed for. If the notice is delivered to Contractor by certified mail, date of signature on return receipt will be the effective date of termination. 30.2 After receipt of a Notice of Termination and except as otherwise directed by the County, the Contractor shall, (1) stop Work under the contract on the date and to the extent specified in the Notice of Termination; (2) place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portions of the Work under the contract as may be terminated; (3) terminate all orders and subcontracts to the extent that they are related to the performance of any Work terminated by the Notice of Termination; (4) assign to the County in the manner, at the times, and to the extent directed by the County, all of the right, title, and interest of the Contractor under the orders or subcontracts so terminated, in which case the County shall have the right to terminate this Contract hereunderright, in whole its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts subject to the approval or ratification of the County to the extent the County may require, which approval or ratification shall be final for all the purpose of this clause; (6) transfer title and deliver to the County in partthe manner, to the extent, at any the times directed by the County (i) the fabricated or non-fabricated parts, Work in progress, complete Work, supplies and other material produced as a part of, or required in connection with the performance of the Work terminated by the Notice of Termination, and (ii) the completed or partially completed plans, drawings, information, and other property which, if the contract has been completed, would be required to be furnished to the County; (7) use its best efforts to sell in the manner, to the extent, at the time, without causeand at the price or prices directed or authorized by the County and property of the types referred to in provision (6) of this Subsection, by providing written notice to Seller. If so terminated under this provisionprovided, Buyer however, that the Contractor (i) shall not be liable required to extend credit to any purchaser and (ii) may acquire any such property under the conditions prescribed by and at a price or prices approved by the County and provided further that the proceeds of any such transfer or disposition shall be applied in deduction of any payments to be made by the County to the Contractor under this contract or shall otherwise be credited to the price or cost of the Work covered by this contract or paid in such other manner as the County may direct; (8) complete performance of such part of the Work as shall not have been terminated by the Notice of Termination; and (9) take such action as may be necessary or as the County may direct for any products delivered protection and preservation of the property related to this contract, which is in the possession of the Contractor and in which the County has or services initiated and/or performed after may acquire an interest. 30.3 After receipt of a Notice of Termination, the Contractor shall submit to the County its termination claim, in the form and with the certification prescribed by the County. Such claim shall be submitted promptly, but not later than 90 calendar days from the effective date of termination. Seller Upon failure of the Contractor to submit its termination claim within the time allowed, the County may determine, on the basis of information available to it, the amount, if any, due to the Contractor in respect to the termination of such determination under this Subsection; County shall have no claim against Buyer for services not performedpay the Contractor the amount so determined. 30.4 Subject to the provisions of Subsection 30.3, anticipatory profits lost, the Contractor and the County may agree upon the whole or indirect any part of the amount or consequential damages claimed amounts to have been suffered be paid to the Contractor by reason of the total or partial termination of Work pursuant to this clause, which amount or amounts may include a reasonable allowance for profit on Work done and the County shall pay the agreed amount or amounts; provided that such terminationagreed amount or amounts exclusive of settlement costs, shall not exceed the total contract price as reduced by the amount of payments otherwise made and as further reduced by the contract price of the Work not terminated. 30.5 The obligation of the County to make any payments under this clause shall be subject to deductions in respect of (1) all un-liquidated advance or other payments on account theretofore made to the Contractor, (2) any claim which the County may have against the Contractor in connection with this contract, and (3) the agreed price for, or the proceeds of sale of, any materials, supplies, or other things retained by the Contractor, or sold, and not otherwise recovered by or credited to the County. 30.6 If the termination hereunder be partial, prior to the settlement of the terminated portion of this contract, the Contractor may file with the County a request in writing that an equitable adjustment be made in the price or prices specified in the contract for the Work in connection with the continued portion not terminated by the Notice of Termination, and the appropriate fair and reasonable adjustment shall be made in such price or prices. Upon receiving notice However, nothing contained herein shall limit the right of the County and the Contractor to agree upon the amount or amounts to be paid to the Contractor for the completion of the continued portion of the contract when said contract does not contain an established contract price for such continued portion. 30.7 The County may, from time to time, under such terms and conditions as it may prescribe, make partial payments and payments on account against costs incurred by the Contractor in respect to the termination portion of the contract, whenever in the opinion of the County the aggregate of such terminationpayments shall be within the amount to which the Contractor will be entitled hereunder. If the total of such payments is in excess of the amount finally agreed upon or determined to be due under this clause, Seller shall: such excess shall be payable by the Contractor to the County upon demand, together with interest thereon computed, for the period from the date on which such excess payment is received by the Contractor to the date on which such excess is repaid to the County provided however that no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractor claim by reason of retention or other disposition of termination inventory until ten (i10) Stop all work calendar days after the date of such retention or disposition, or such later date as determined by the County by reason of the circumstances. The Salt Lake County Treasurer will establish the monthly average interest the Contractor will pay the County based on the written effective date and to rate earned by the extent specified;County on its pooled investments of County funds in general. (ii) Place no further contracts, agreements30.8 Unless otherwise provided for in the contract, or orders hereunder except as may be necessary by applicable statute, the Contractor, for completing such portions a period of three (3) years after final settlement under the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller contract shall make available to Buyerthe County at all reasonable times at the office of the Contractor all its books, upon its reasonable requestrecords, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profitsdocuments, or unabsorbed indirect other evidence bearing on the costs or overheadand expenses of the Contractor under the contract and in respect to the termination of Work hereunder or, to the extent approved by the County, photographs, microphotographs, or for any sum in excess other authentic reproductions thereof. 30.9 For purposes of Subsection 30.4, the amounts of the total Contract price. Seller’s termination claim payments to be made by the County to the Contractor shall be submitted within sixty be: (60a) days from the cost of Work performed prior to the effective date of the terminationNotice of Termination; (b) the cost of settling and paying claims arising out of the termination of Work under subcontracts or orders as provided hereinabove exclusive of the amounts paid or payable on account of supplies or materials delivered or services furnished by the subcontractor prior to the effective date of the Notice of Termination of Work under this contract; (c) a sum of money, as a profit, equal to a maximum amount that the Contractor can establish from Contractor’s own records Contractor would have received if the agreement had been carried through to completion, provided however, that in no event shall said profit exceed ten percent (10%) of the total sum of incurred costs; (d) the total sum to be paid to the Contractor under (a), (b), and (c) above shall not exceed the total contract price as reduced by the amount of payments otherwise made and is further reduced by the contract price of Work not terminated.

Termination for Convenience. Buyer may terminate all or part of this Contract for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to stop work. Subject to the terms of this Contract, within ninety (90) days after the effective date of termination, Seller may submit to Buyer a claim reflecting the percentage of the work performed prior to the effective date of termination, plus reasonable charges that Seller can demonstrate to the satisfaction of Buyer using its standard record keeping system have resulted from the termination. Seller shall not be paid for any work performed or costs incurred which reasonably could have been avoided. Further, Seller shall not be paid, and in no event shall Buyer be obligated to pay, lost or anticipated profits or unabsorbed indirect costs or overhead. In no event shall Buyer be obligated to pay Seller any amount in excess of the Contract price. The provisions of this Article shall not limit or affect the right of Buyer to cancel this Contract for default. Seller shall continue all work not terminated. Where the Parties have agreed to Seller’s lead time for the procurement of materials and delivery of Goods under this Contract, in no event shall the Seller be entitled to recover any costs, lost profits, or damages of any kind for materials purchased, Goods delivered, or for work performed that occurs after the agreed delivery date where an extension has not been approved by ▇▇▇▇▇’s Authorized Procurement Representative or after Seller’s receipt of Buyer’s notice of termination for convenience specifying the effective date of such termination. Notwithstanding the foregoing, this clause does not operate as a waiver of Seller’s right to submit a claim for termination inventory purchased for this Contract arising from a Termination for Convenience that occurs prior to the agreed Delivery date. Buyer may terminate performance of work under this Contract in whole or, from time to time, in part if the Buyer determines that a termination is in the Buyer’s interest. The Buyer shall terminate by delivering to the Seller a Notice of Termination specifying the extent of termination and the effective date. After receipt of a Notice of Termination, and except as directed by the Buyer, the Seller shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause: 1) Stop work as specified in the notice. 2) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the Contract. 3) Terminate all subcontracts to the extent they relate to the work terminated. 4) Assign to the Buyer, as directed by the Buyer, all right, title, and interest of the Seller under the subcontracts terminated, in which case the Buyer shall have the right to terminate this Contract hereunder, in whole settle or in part, at to pay any time, without cause, by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered termination settlement proposal arising out of those terminations. 5) With approval or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and ratification to the extent specified;required by the Buyer, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification will be final for purposes of this clause. (ii6) Place no further contractsAs directed by the Buyer, agreementstransfer title and deliver to the Buyer: i. The fabricated or un-fabricated parts, work in process, completed work, supplies, and other material produced or orders hereunder except as may be necessary acquired for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (ivii. The completed or partially completed plans, drawings, information, and other property that, if the Contract had been completed, would be required to be furnished to the Buyer. 7) Protect all Complete performance of the work not terminated. 8) Take any action that may be necessary, or that the Buyer may direct, for the protection and preservation of the property related to this Contract that is in the possession of the Seller and in which the Buyer has or may acquire an interest. Buyer reserves . 9) Use its best efforts to sell, as directed or authorized by the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable requestany property of the types referred to in subparagraph (b)(6) of this clause; provided, all relevant books however, that the Seller i. is not required to extend credit to any purchaser; and ii. may acquire the property under the conditions prescribed by, and records for inspection and auditat prices approved by, the Buyer. i. the amount of payments previously made; and ii. If the Contract price of work not terminated. i. All un-liquidated advance or other payments to the Seller fails to afford under the terminated portion of this Contract; ii. Any claim which the Buyer its rights hereunder, has against the Seller shall be deemed to have relinquished its claimunder this Contract; and iii. In no event shall Buyer be liable for lost or anticipated profitsThe agreed price for, or unabsorbed indirect costs or overheadthe proceeds of sale of, materials, supplies, or for any sum in excess other things acquired by the Seller or sold under the provisions of this clause and not recovered by or credited to the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationBuyer.

Termination for Convenience. (A) Notwithstanding any other provision of these Terms, the Buyer shall have the right to terminate this Contract hereunder, in whole or in partmay, at any timetime by written notice, without causeterminate for its convenience the whole or any part of an Order. Upon receipt of such notice, by providing written notice the Seller must immediately cease work, including but not limited to Seller. If so the manufacture and procurement of materials for the fulfillment of the terminated under this provisionportion of an Order. (B) In the event of termination pursuant to Clause 11 (A) above, Buyer shall not be liable for any products delivered or services initiated and/or performed after and Seller will agree upon an adjustment of the effective date of termination. Seller shall have no claim against Buyer for services not performedOrder price, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: provided that: (i) Stop all such adjustment shall not exceed the Order total price; (ii) except as otherwise provided herein, no amount will be allowed for profit on the terminated portion of the Order, regardless of whether the work on the written effective date and to the extent specified; terminated portion has been performed; (iiiii) Place no further contracts, agreements, or orders hereunder except as may otherwise provided herein, in the event of a partial termination no adjustment will be necessary for completing such portions made on the price of the work as have remaining portion of the Order, i.e., that portion which has not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which the Buyer has or may acquire an interest. will pay the Order price for completed Goods delivered and accepted pursuant to paragraph (C) below; (v) the Seller and Buyer reserves will agree on the right amount of payment for manufacturing materials delivered and accepted pursuant to verify claims hereunder and Seller shall make available paragraph (C) below; (vi) Seller's written intent to Buyer, upon its reasonable request, all relevant books and records file a claim for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted adjustment is received within sixty twenty-one (6021) calendar days from the effective date of termination; (vii) Seller’s final claim is received within ninety (90) calendar days from the terminationdate that intent to claim is filed. Seller shall have no other remedies after this period; and (viii) Seller must continue the work not terminated. (C) If an Order is terminated pursuant to Clause 11 (A) above, the Buyer may require the Seller to transfer the title to, and deliver, as directed by the Buyer, any (i) completed Goods, and (ii) manufacturing materials that the Seller and its subcontractors have specifically produced or acquired for the portion of the Order under notice of Termination for Convenience. Upon direction of the Buyer, the Seller must protect and preserve property in its possession in which Buyer has an interest.

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunder, A. This Order and any and all rights granted and obligations assumed hereby may be terminated in whole or in part, at any time, without cause, part by providing Buyer giving written notice to Seller. If so Upon receipt of a notice of termination, and except as otherwise directed by ▇▇▇▇▇, Seller shall immediately, as to the terminated portion of this Order and regardless of any delay in determining or adjusting any amounts due under this provisionclause, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performedpromptly stop work, anticipatory profits lost, or indirect or consequential damages claimed notify subcontractors to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreementsstop work, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all protect property in Seller’s possession in which Buyer has or may acquire an interest. B. As directed by ▇▇▇▇▇, Seller shall transfer title and possession to Buyer of any inventory and property, including plans, drawings, and information held by Seller which is for Buyer’s Order. In accordance with ▇▇▇▇▇’s instructions, Seller shall assign to Buyer reserves all right, title, and interest of Seller under the subcontracts of Seller that are terminated, in which case Buyer shall have the right to verify claims hereunder and Seller shall make available settle or to Buyer, upon its reasonable request, all relevant books and records for inspection and auditpay any termination settlement proposal arising out of those terminations. If Seller fails With approval or ratification to afford Buyer its rights hereunderthe extent required by ▇▇▇▇▇, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess settle all outstanding liabilities and termination settlement proposals arising from the termination of the total Contract price. Seller’s subcontracts; the approval or ratification will be final for purposes of this clause. C. Seller shall submit a termination claim shall be submitted settlement proposal within sixty (60) days from after the effective date of the terminationtermination notice incorporating all claims of Seller in the form and with the certification prescribed by Buyer. Seller and ▇▇▇▇▇ may agree upon the whole or any part of the amount to be paid because of the termination and the Order shall be amended and Seller paid the agreed amount. In no event shall payment to Seller exceed the total Order price as reduced by the amount of payments previously made and the Order price of work not terminated. D. Unless otherwise provided in this Order, Seller shall maintain all records and documents relating to the terminated portion of this Order for three (3) years after final settlement. This includes all books and other evidence bearing on Seller’s costs and expenses under this Order. Seller shall make these records and documents available to Buyer, at Seller’s office, at all reasonable times, without any direct charge.

Termination for Convenience. Buyer shall have AMRI may, at any time and upon written notice, terminate the right to terminate this Contract hereunder, Purchase Order in whole or in part, at any time, without cause, by providing part regardless of whether Seller is in default under this Agreement. Such written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after state the extent and the effective date of termination. Upon receipt of such notice, Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed take all necessary steps to have been suffered by reason mitigate any losses Seller might incur on account of such termination. Upon receiving notice of such termination, AMRI’s obligation to Seller shall: shall be limited solely to payment for (ia) Stop all work on the written effective date Goods already delivered to and accepted by AMRI, (b) Services performed and accepted by AMRI and (c) with respect to the extent specified; (ii) Place no further contractsGoods produced pursuant to specifications unique to AMRI and not yet delivered to AMRI, agreements, or orders hereunder except as may be necessary for completing such portions reimbursement of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders actual costs incurred by Seller in fulfillment of the Purchase Order to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder such costs are reasonable and Seller shall make available to Buyerare properly allocable under recognized under generally accepted accounting principles, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for excluding any lost or anticipated profits. The total payments AMRI is obligated to make under (c) shall not exceed the lesser of the actual costs incurred by Seller to fulfill the Purchase Order or fifty percent (50%) of the price which would have been paid, had the Purchase Order not been terminated. Seller shall comply with AMRI’s instructions concerning Goods Seller already has furnished or unabsorbed indirect costs partly furnished for AMRI. Notwithstanding anything to the contrary in this Agreement, in the event of termination of a Purchase Order prior to delivery in accordance with this Section, AMRI shall have no responsibility to pay for (i) finished goods in production or overhead, goods fabricated or procured by Seller for any sum producing such goods when such goods were fabricated or procured by Seller unnecessarily in advance or in excess of AMRI’s delivery schedule, (ii) items normally carried in inventory by Seller, as distinguished from goods specially made to AMRI’s specifications, or (iii) Services that have not been performed. Termination by AMRI under this Section shall be without prejudice to any claims AMRI may have against Seller. The payment provided under this provision shall constitute AMRI’s only liability in the total Contract priceevent the Purchase Order is terminated as provided in this Section. The foregoing shall not apply to any termination by AMRI on account of Seller’s termination claim shall be submitted within sixty (60) days from the effective date default under any of the terminationprovisions of this Agreement.

Termination for Convenience. Buyer shall have Purchaser reserves the right to terminate this Contract hereunderPurchase Order, in whole or in partany part hereof, at any time, without cause, for its sole convenience by providing written notice to SellerSel- ler. If so terminated under Upon receipt of a notice of termination for convenience in accordance with this provisionArticle 16, Buyer Seller shall not be liable immediately stop work. Seller shall assign to Purchaser all rights, title and interest in fabricated and un-fabricated parts, work in process, completed work, supplies and other material produced or acquired for any products delivered or services initiated and/or performed after the effective work terminated. Seller shall submit a complete inventory of Goods in process no later than thirty (30) days from the date of termination. Purchaser shall provide Seller shall have no claim against Buyer with shipping or other disposition instructions for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work items on the written effective date inventory list. Purcha- ser shall pay Seller the Purchase Order price for all completed Goods, not previously paid for, adjusted for any savings of freight or other charges. In addition, Purchaser shall pay to Seller, with- out duplication, the reasonable and to the extent specified; necessary (iiin Purchaser’s sole yet reasonable opinion) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions incurred costs (of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to BuyerSeller, upon its reasonable requestrequest from Purchaser, all relevant books shall provide written evidence) of (I) pro- ducing partially completed goods; (II) settling and records for inspection paying supp- liers; (III) storage, transportation and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claimother costs of preserving and protecting work in process; (IV) disposition of termination inventory in accordance with Purchaser’s instructions; and (V) profit on partially completed Goods. In no event shall Buyer Purchaser be liable for lost or obligated to pay or compensate Seller for defec- tive or non-conforming Goods, unabsorbed overhead, anticipated profits, or unabsorbed indirect costs consequential damages of any kind or overhead, or for any sum amount in excess of the total Contract Purchase Order price. Seller’s termination claim Incurred costs are subject to audit by a mutually acceptable independent third party. If a Purchase Order has pre-negotiated cancellation charges contai- ▇▇▇ in the face document, then any payment to Seller pursuant to this Article 16 shall be submitted within sixty (60) days from the effective date of the terminationnot exceed such charges.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to terminate this Contract hereunderContract, in whole Buyer may, at its option, immediately terminate all or in partany part of this Contract, at any time, without causetime and for any reason, by providing giving written notice to Seller. If so terminated Upon such termination, Buyer shall pay to Seller the following amounts without duplication: (a) the Contract price for all Goods or services that have been completed in accordance with this Contract and not previously paid for; and (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the Goods or services under this provisionContract to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this Contract; less, however, the sum of the reasonable value or cost (whichever is higher) of any Goods or materials used or sold by Seller with Buyer’s written consent, and the cost of any damaged or destroyed Goods or material. Buyer will make no payments for finished Goods, services, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in delivery releases nor for any undelivered Goods that are in Seller’s standard stock or that are readily marketable. Payments made under this Paragraph shall not exceed the aggregate price payable by Buyer for finished Goods or services that would be produced or performed by Seller under delivery or release schedules outstanding at the date of termination. Except as provided in this Paragraph, Buyer shall not be liable for any products delivered and shall not be required to make payments to Seller, directly or services initiated and/or performed after the effective date on account of termination. Seller shall have no claim against Buyer claims by Seller’s subContractors, for services not performedloss of anticipated profit, anticipatory profits lostunabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or indirect or consequential damages claimed to have been suffered by reason general and administrative burden charges from termination of such terminationthis Contract. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) Within 90 days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer, with sufficient supporting data to permit Buyer’s audit, and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer or its agents shall have the terminationright to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Seller. 13.

Termination for Convenience. Buyer shall have the right to (a) MACOM may terminate this Contract hereunderOrder, for convenience, in whole or in part, at any time, without cause, time by providing written or electronic notice to Seller. If so terminated under Upon any such termination Seller shall, to the extent specified by MACOM, stop all work on this provisionOrder, Buyer shall not be liable and cause its suppliers or subcontractors to stop work. Charges for any products delivered or services initiated and/or performed after such termination of this Order shall be limited to actual non-recoverable costs incurred by Seller which Seller can demonstrate were properly incurred prior to the effective date of termination. In no event will MACOM reimburse Seller for goods, inventory or services in excess of those required to meet MACOM’s delivery schedule for binding forecasts. (b) Within thirty (30) days from such termination Seller may submit to MACOM its written claim for termination charges, in the form and with the certifications prescribed by MACOM. Failure to submit such claim within such time shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason constitute a waiver of all claims and a release of all of MACOM’s liability arising out of such termination. Upon receiving notice of such termination. (c) MACOM shall pay Seller the amount due for goods and services delivered prior to termination and, Seller shall: in addition thereto, but without duplication, shall pay the following amounts: (i) Stop the contract price for all work on the written effective date goods and to the extent specified; services completed in accordance with this Order and not previously paid for; (ii) Place the cost of unique work in process no further contracts, agreements, or orders hereunder except as may be more than necessary for completing such portions of the work as have not been terminated; to meet delivery schedules hereunder; and (iii) Terminate all contracts, agreements, and orders the costs of paying claims to Seller’s suppliers for work directly allocable to the extent that they may relate to portions of the work that have been goods or services terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller There shall be deemed no charges for terminating this Order with respect to have relinquished its claimstandard goods for which there are alternate customers. In no event MACOM shall Buyer not be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or responsible for any sum commitments made by Seller in excess advance of those necessary to comply with the total Contract priceschedules set forth in this Order. Payments made under this subparagraph shall not exceed the aggregate price specified in this Order, less payments otherwise made or to be made. Upon payment of Seller’s termination claim claim, MACOM shall be submitted within sixty entitled to all goods, materials and work in process. (60d) days from the effective date of the terminationIN NO EVENT SHALL SELLER BE ENTITLED TO NOR SHALL MACOM BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, COSTS OF PREPARING CLAIMS, COSTS OF TOOLING OR EQUIPMENT, OR ANY OTHER EXPENSES OR DAMAGES ARISING OUT OF THIS ORDER OR WITH RESPECT TO THE TERMINATED GOODS OR SERVICES.

Termination for Convenience. Buyer shall have ‌ (a) BSA reserves the right to terminate this Contract hereunderAgreement, in whole or in partany part hereof, at any time, without cause, for its convenience or that of the Government by providing delivering a written notice to SellerNotice of Termination specifying the extent of the termination and its effective date. If The Contractor shall immediately stop all work so terminated under and shall immediately cause any and all of its affected suppliers and subcontractors to cease work and take any action that may be necessary, or that BSA directs, to protect the property related to this provisionAgreement. (b) After termination, Buyer the Contractor shall not be liable for any products delivered or services initiated and/or performed after submit a final termination settlement proposal to BSA in the form and with the certification prescribed by BSA. The Contractor shall submit the proposal promptly, but no later than 1 year from the effective date of termination, unless extended in writing by BSA on the Contractor’s written request within this 1-year period. Seller If the Contractor fails to submit the proposal within the time allowed, BSA may determine, on the basis of information available, the amount, if any, due the contractor as a result of the termination and shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall:pay the amount determined. (ic) Stop all work on the written effective date and Subject to the extent specified; (ii) Place no further contractsterms of this Agreement, agreements, or orders hereunder except as may the Contractor shall be necessary for completing such portions paid a percentage of the price reflecting the percentage of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders performed prior to the extent notice of termination, plus reasonable charges that they may relate the Contractor can demonstrate to portions of BSA’s satisfaction, have resulted from the termination. The Contractor shall not be paid for any work performed or costs incurred that reasonably could have been terminated; and (iv) Protect all property in which Buyer has or avoided. The Contractor and BSA may acquire an interest. Buyer reserves agree on the right amount to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date paid because of the termination; however, the agreed amount may not exceed the agreement price. (d) BSA shall exclude from the amounts payable to the contractor the fair value, as determined by BSA, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable. (e) The cost principles and procedures of Part 31 of the Federal Acquisition Regulation (FAR) as modified by Part 931 of the Department of Energy Acquisition Regulation (DEAR), in effect on the date of this Agreement, shall govern all costs claimed. (f) Unless otherwise agreed or required by statute, the Contractor shall maintain all records and documents relating to the terminated portion of this Agreement for 3 years after final settlement. This includes all books and other evidence bearing on the Contractor’s costs and expenses under this Agreement. The Contractor shall make these records and documents available to BSA and the Government, at the Contractor’s office, at all reasonable times, without any direct charge. If approved by BSA, authentic reproductions may be maintained instead of original records and documents.

Termination for Convenience. Buyer shall have the right to may terminate this Contract hereunderAgreement or a Purchase Order, in whole or in part, at any timetime and for any reason and without liability, without cause, by providing upon thirty (30) days prior written notice to Seller. If so terminated under this provisionSuch termination shall not constitute a default by Buyer. In such event, Seller shall immediately stop all work on such Purchase Order, and upon Buyer’s request, transfer title and deliver to Buyer all finished goods, work in process, and/or raw materials that Seller produced or acquired in connection with a Purchase Order. In the event that Buyer terminates for convenience by Buyer (but not termination after Seller defaults), Buyer shall not be liable reimburse or pay to Seller: (i) the Purchase Order price for any products delivered all finished and conforming goods or services initiated and/or performed and are delivered to Buyer, and (ii) Seller’s reasonable actual cost of work in process or raw materials which Seller produced or acquired in connection with a Purchase Order, and which Seller cannot reasonably use in its operations within ninety (90) days after the effective date of terminationthat Buyer terminates. Seller shall have no furnish to Buyer any claim against Buyer for services not performed, anticipatory profits lostreimbursement of such costs along with supporting documentation within thirty (30) days after termination, or indirect or consequential damages claimed to have been suffered by reason of any such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller claim shall be deemed to have relinquished its claimbeen waived. In no event Buyer’s obligation to Seller on termination, if any, shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess limited to the express provisions of the total Contract pricethis Agreement. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the termination.’s

Termination for Convenience. Buyer shall have MTA reserves the right to terminate this Contract hereunderan agreement, in whole or in part, at any time, without cause, time by providing written notice to SellerContractor when it is in ▇▇▇▇▇’s best interest. If so terminated under this provisionContractor shall be paid its costs, Buyer shall not be liable for any products delivered or services initiated and/or including contract closeout costs, and profit on work performed after up to the effective date time of termination. Seller Contractor shall have no promptly submit its termination claim against to Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such terminationbe paid the Contractor. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and If Contractor has any property in its possession belonging to the extent specified; (ii) Place no further contractsBuyer, agreementsContractor shall account for the same, and dispose of it in the manner Buyer directs. MTA may terminate this contract in whole or orders hereunder except as may be necessary in part, for completing such portions the MTA’s convenience or because of the work as have not been terminated; (iii) Terminate all contractsfailure of the Contractor to fulfill the contract obligations. The MTA shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, agreementsextent, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the MTA ‘s Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. MTA has a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, all such data, drawings, specifications, reports, estimates, summaries, and other information and materials. If the termination is for the convenience of the MTA, the MTA’s Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the MTA may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the MTA. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of MTA.

Termination for Convenience. Buyer shall have AMRI may, at any time and upon written notice, terminate the right to terminate this Contract hereunder, Purchase Order in whole or in part, at any time, without cause, by providing part regardless of whether Seller is in default under this Agreement. Such written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after state the extent and the effective date of termination. Upon receipt of such notice, Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed take all necessary steps to have been suffered by reason mitigate any losses Seller might incur on account of such termination. Upon receiving notice of such termination, AMRI’s obligation to Seller shall: shall be limited solely to payment for (ia) Stop all work on the written effective date Deliverables already delivered to and accepted by AMRI, and (b) with respect to the extent specified; (ii) Place no further contractsDeliverables produced pursuant to specifications unique to AMRI and not yet delivered to AMRI, agreements, or orders hereunder except as may be necessary for completing such portions reimbursement of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders actual costs incurred by Seller in fulfillment of the Purchase Order to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder such costs are reasonable and Seller shall make available to Buyerare properly allocable under recognized under generally accepted accounting principles, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for excluding any lost or anticipated profits. The total payments AMRI is obligated to make under (b) shall not exceed the lesser of the actual costs incurred by Seller to fulfill the Purchase Order or fifty percent (50%) of the price which would have been paid, had the Purchase Order not been terminated. Seller shall comply with AMRI’s instructions concerning Deliverables Seller already has furnished or unabsorbed indirect costs partly furnished for AMRI. Notwithstanding anything to the contrary in this Agreement, in the event of termination of a Purchase Order prior to delivery in accordance with this Section, AMRI shall have no responsibility to pay for (i) finished goods in production or overhead, goods fabricated or procured by Seller for any sum producing such goods when such goods were fabricated or procured by Seller unnecessarily in advance or in excess of AMRI’s delivery schedule, or (ii) items normally carried in inventory by Seller, as distinguished from goods specially made to AMRI’s specifications. Termination by AMRI under this Section shall be without prejudice to any claims AMRI may have against Seller. The payment provided under this provision shall constitute AMRI’s only liability in the total Contract priceevent the Purchase Order is terminated as provided in this Section. The foregoing shall not apply to any termination by AMRI on account of Seller’s termination claim shall be submitted within sixty (60) days from the effective date default under any of the terminationprovisions of this Agreement.

Termination for Convenience. Buyer shall have A. Except as provided in §B of this regulation, mandatory provision for all contracts. One of the right following clauses is preferred: (1) Alternate Clause — Termination for Convenience (short form). "The performance of work under this contract may be terminated by the State in accordance with this clause in whole, or from time to terminate this Contract hereunder, in whole or time in part, at any timewhenever the State shall determine that such termination is in the best interest of the State. The State will pay all reasonable costs associated with this contract that the Contractor has incurred up to the date of termination and all reasonable costs associated with termination of the Contract. However, without cause, by providing written notice to Seller. If so terminated under this provision, Buyer the Contractor shall not be liable reimbursed for any products delivered or services initiated and/or performed after anticipatory profits that have not been earned up to the effective date of termination. Seller Termination hereunder, including the determination of the rights and obligations of the parties, shall have no claim against Buyer be governed by the provisions of COMAR 21.07.01.12A(2)." (2) Alternate Clause — Termination for services not performed, anticipatory profits lostConvenience (long form). (1) The performance of work under this contract may be terminated by the State in accordance with this clause in whole, or indirect or consequential damages claimed from time to have been suffered time in part, whenever the State shall determine that such termination is in the best interest of the State. Any such termination shall be effected by reason delivery to the Contractor of a Notice of Termination specifying the extent to which performance of work is terminated and the time when such termination. Upon receiving notice termination becomes effective. (2) After receipt of such terminationa Notice of Termination, Seller and except as otherwise directed by the procurement officer, the Contractor shall: (ia) Stop all stop work on as specified in the written effective date and to the extent specifiedNotice of Termination; (iib) Place place no further contractsorders or subcontracts for materials, agreementsservices or facilities, or orders hereunder except as may be necessary for completing such portions completion of the portion of the work under the contract as have is not been terminated; (iiic) Terminate terminate all contracts, agreements, orders and orders subcontracts to the extent that they may relate to portions the performance of work terminated by the Notice of Termination; (d) assign to the State, in the manner, at times, and to the extent directed by the procurement officer, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the State shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (e) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the procurement officer, to the extent he may require, which approval or ratification shall be final for all the purposes of this clause; (f) transfer title and deliver to the State, in the manner, at the times, and to the extent, if any, directed by the procurement officer,(i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of, the work terminated by the Notice of Termination, and (ii) the completed or partially completed plans, drawings, information, and other property which, if the contract had been completed, would have been required to be furnished to the State; (g) use its best efforts to sell, in the manner, at the times, to the extent, and at the price or prices directed or authorized by the procurement officer, any property of the types referred to in (f) above; provided, however, that the Contractor(i) may not be required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions prescribed by and at a price or prices approved by the procurement officer; and provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the State to the Contractor under this contract or shall otherwise be credited to the price or cost of the work that covered by this contract or paid in such other manner as the procurement officer may direct; (h) complete performance of such part of the work as shall not have been terminatedterminated by the Notice of Termination; and (ivi) Protect all take any action that may be necessary, or as the procurement officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which Buyer the State has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the termination.

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunderOrder, in whole or in part, at any time, without cause, by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) shall Stop all work on this Order on the written effective date and to the extent specified; (ii) ; Place no further contracts, agreements, or orders contracts hereunder except as may be necessary for completing such portions of the work Order as have not been terminated; (iii) ; Terminate all contracts, agreements, and orders contracts to the extent that they may relate to portions of the work Order that have been terminated; and (iv) and Protect all property in which Buyer has or may acquire an interest. For commercial items, Seller shall be paid a percentage of the Order price reflecting the percentage of the goods and services that were accepted prior to the notice of termination. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event TERMINATION for DEFAULT Buyer may, by written notice of default to Seller, terminate the whole or any part of this Order in any one of the following circumstances: Seller fails to make delivery of the goods or to perform the services within the time specified herein or any extension thereof; or Seller fails to perform any of the other provisions of this Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; Seller becomes insolvent, unable to pay its bills when due, or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or Seller fails to provide Buyer, in writing, within the time specified by Buyer, adequate assurances of performance. If this Order is so terminated, Buyer may procure or otherwise obtain, upon such terms and in such manner as Buyer may deem appropriate, goods or services similar to those terminated. Seller, subject to the exceptions set forth below, shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or to Buyer for any sum excess costs of such similar goods or services. Seller shall transfer title and deliver to Buyer, in excess the manner and to the extent requested in writing by Buyer at or after termination, such complete or partially completed goods as Seller has produced or acquired for the performance of the total Contract priceterminated part of this Order and Buyer will only pay Seller the Order price of the goods and services accepted. Seller shall also deliver to Buyer the Seller Intellectual Property, including all technical data and commercial computer software, solely to the extent necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s termination claim obligations in connection with this Order. Seller shall continue performance of this Order to the extent not terminated. Buyer shall have no obligations to Seller in respect to the terminated part of this Order except as herein provided. Buyer's rights as set forth herein shall be submitted within sixty (60) days from the effective date in addition to any other rights in case of the terminationSeller's default.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to terminate this Contract hereunderthe Contract, in whole Buyer may, at its option, immediately terminate all or in partany part of the Contract, at any time, without causetime and for any reason, by providing giving thirty (30) days written notice to Seller. If so Upon such termination, Buyer shall pay to Seller the following amounts without duplication: (a) the contract price for all goods or services that have been completed in accordance with the Contract and not previously paid for; and (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the goods or services under the Contract to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of the Contract; less, however, the sum of the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with Buyer's written consent, and the cost of any damaged or destroyed goods or materials. Buyer will make no payments for finished goods, services, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in delivery releases nor for any undelivered goods that are in Seller's standard stock or that are readily marketable. Payments made under this provisionParagraph 14 shall not exceed the aggregate price payable by Buyer for finished goods or services that would be produced or performed by Seller under delivery or release schedules outstanding at the date of termination. Except as provided in this Paragraph 14, Buyer shall not be liable for any products delivered and shall not be required to make payments to Seller, directly or services initiated and/or performed after the effective date on account of termination. Seller shall have no claim against Buyer claims by Seller's subcontractors, for services not performedloss of anticipated profit, anticipatory profits lostunabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date general and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions administrative burden charges from termination of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interestContract. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within Within sixty (60) days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer, with sufficient supporting data to permit Buyer's audit, and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer or its agents shall have the terminationright to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Seller upon request and during normal business hours.

Termination for Convenience. Buyer shall have CURIA may, at any time and upon written notice, terminate the right to terminate this Contract hereunderPurchase Order, in whole or in part, at any time, without cause, by providing regardless of whether Seller is in default under this Agreement. Such written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after state the extent and the effective date of termination. Upon receipt of such notice, Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed take all necessary steps to have been suffered by reason mitigate any losses Seller might incur on account of such termination. Upon receiving notice of such termination, CURIA’s obligation to Seller shall: shall be limited solely to payment for (ia) Stop all work on the written effective date Goods already delivered to and accepted by CURIA, (b) Services performed and accepted by CURIA, and (c) with respect to the extent specified; (ii) Place no further contractsGoods produced pursuant to Specifications unique to CURIA and not yet delivered to CURIA, agreements, or orders hereunder except as may be necessary for completing such portions reimbursement of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders actual costs incurred by Seller in fulfillment of the Purchase Order to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder such costs are reasonable and Seller shall make available to Buyerare properly allocable under recognized under generally accepted accounting principles, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for excluding any lost or anticipated profits, as sufficiently evidenced in writing to CURIA. The total payment CURIA is obligated to make under (c) shall not exceed the lesser of the actual costs incurred by Seller to fulfill the Purchase Order or unabsorbed indirect costs fifty percent (50%) of the price which would have been paid had the Purchase Order not been terminated. Seller shall comply with CURIA’s instructions concerning Goods that Seller has already furnished or overheadpartly furnished to CURIA. Notwithstanding contrary provisions in this Agreement, in the event of termination for convenience of a Purchase Order prior to delivery, CURIA shall have no responsibility to pay for (i) finished Goods in production or Goods fabricated or procured by Seller for any sum producing such Goods when such Goods were fabricated or procured by Seller unnecessarily in advance or in excess of CURIA’s delivery schedule, (ii) items normally carried in inventory by Seller, distinguished from Goods that are specially made to CURIA’s Specifications, or (iii) Services that have not been performed. Termination by CURIA under this section shall be without prejudice to any claims CURIA may have against Seller. The payment provided under this provision shall constitute CURIA’s only liability in the total Contract priceevent the Purchase Order is terminated as provided in this Section 17. The foregoing shall not apply to any termination by CURIA on account of Seller’s termination claim shall be submitted within sixty (60) days from the effective date default under Section 18 of the terminationthis Agreement.

Termination for Convenience. Buyer a. The TJPA shall have the right option, in its sole discretion, to terminate this Contract hereunder, in whole or in partAgreement, at any timetime during the term hereof, without causefor convenience when it is in the TJPA’s best interest, which best interest shall be determined at the TJPA’s sole discretion. The TJPA shall exercise this option by providing giving the Contractor written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller The notice shall have no claim against Buyer for services not performedspecify the date on which termination shall b. Upon receipt of the notice, anticipatory profits lostthe Contractor shall commence and perform, or indirect or consequential damages claimed with diligence, all actions necessary on the part of the Contractor to have been suffered effect the termination of this Agreement on the date specified by reason the TJPA and to minimize the liability of such the Contractor and the TJPA to third parties as a result of termination. Upon receiving notice All such actions shall be subject to the prior approval of such terminationthe TJPA. Such actions shall include, Seller shallwithout limitation: (i1) Stop Halting the performance of all services and other work under this Agreement on the written effective date date(s) and in the manner specified by the TJPA. (2) Not placing any further orders or subcontracts for materials, services, equipment or other (3) Terminating all existing orders and subcontracts. (4) At the TJPA’s direction, assigning to the extent specified;TJPA any or all of the Contractor’s right, title and interest under the orders and subcontracts terminated. Upon such assignment, the TJPA shall have the right, in its sole discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. (ii5) Place no further contractsSubject to the TJPA’s approval, agreements, settling all outstanding liabilities and all claims arising out of the termination of orders and subcontracts. (6) Completing performance of any services or orders hereunder except work that the TJPA designates to be completed prior to the date of termination specified by the TJPA. (7) Taking such action as may be necessary necessary, or as the TJPA may direct, for completing such portions the protection and preservation of any property related to this Agreement which is in the possession of the work as have not been terminated; (iii) Terminate all contracts, agreements, Contractor and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer the TJPA has or may acquire an interest. c. Within thirty (30) days after the specified termination date, the Contractor shall submit to the TJPA an invoice, which shall set forth the reasonable cost to the Contractor for all services and other work the TJPA directed the Contractor to perform prior to the specified termination date, for which services or work the TJPA has not already tendered payment. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller The costs shall be deemed to have relinquished its claim. determined as provided in Section 5, “Compensation,” and shall be invoiced as provided in Section 7, “Payment.” The Contractor may also recover the reasonable cost of preparing the invoice. d. In no event shall Buyer the TJPA be liable for lost costs incurred by the Contractor or any of its subcontractors after the termination date specified by the TJPA, except for those costs specifically enumerated and described in the immediately preceding subsection (c). Such non-recoverable costs include, but are not limited to, anticipated profitsprofits on this Agreement, post-termination employee salaries, post-termination administrative expenses, post-termination overhead or unabsorbed overhead, attorneys’ fees or other costs relating to the prosecution of a claim or lawsuit, prejudgment interest, or unabsorbed indirect any other expense which is not reasonable or authorized under such subsection (c). e. In arriving at the amount due to the Contractor under this Section, the TJPA may deduct (1) all payments previously made by the TJPA for work or other services covered by the Contractor’s final invoice; (2) any claim which the TJPA may have against the Contractor in connection with this Agreement; (3) any invoiced costs or overheadexpenses excluded pursuant to the immediately preceding subsection (d); and (4) in instances in which, or for any sum in excess the opinion of the total Contract price. SellerTJPA, the cost of any service or other work performed under this Agreement is excessively high due to costs incurred to remedy or replace defective or rejected services or other work, the difference between the invoiced amount and the TJPA’s termination claim shall be submitted within sixty (60) days from the effective date estimate of the terminationreasonable cost of performing the invoiced services or other work in compliance with the requirements of this Agreement. f. The TJPA’s payment obligation under this Section shall survive termination of this

Termination for Convenience. Buyer shall have and Seller hereby mutually recognize, understand and agree that the right automotive parts industry and its related business has been and will be subject to unique business circumstances locally and/or globally (including, without limitation, factors such as just-in-time supply system, unexpected change of demands in the chain of supply and market conditions, necessity of continuos cost-saving measures, etc.). Based upon such common recognition and understanding, Buyer and Seller hereby agree that, in addition to any other rights of Buyer to cancel or terminate this Contract hereunderPurchase Order, in whole Buyer may terminate all or in part, any part of this Purchase Order at any time, without cause, time and for any reason by providing giving written notice to Seller. If so Upon receipt of such notice, Seller shall immediately stop work on this Purchase Order or the terminated under this provisionportion thereof, and notify any subcontractors to do likewise. Buyer shall pay to Seller the Purchase Order price for all goods or services that have been completed in accordance with this Purchase Order and not previously paid for. Where articles or materials are to be specifically manufactured for Buyer hereunder and where Seller is not in default, an equitable adjustment shall be made to cover Seller's actual cost, excluding profit, for work-in-process and raw materials as of the date of termination, to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this Purchase Order. Buyer will not be liable for any products delivered charges or services initiated and/or performed expenses incurred by Seller in advance of the normal lead time necessary to meet scheduled delivery dates nor for any expenses, charges or liability incurred subsequent to the giving of notice of cancellation. Buyer will make no payments for finished goods, work-in-process, or raw materials in amounts in excess of those authorized by Buyer or for any undelivered goods which are in Seller's standard stock or which are readily marketable. Seller must submit any claim to Buyer within thirty (30) days after the effective date of terminationtermination or that claim will be waived. Payments made to Seller shall have no claim against under this Paragraph 10 represent the sole responsibility of Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason in case of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions cancellation of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder Purchase Order and Seller shall make available agrees not to Buyercharge any other costs, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails expenses or fees to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall nor will Buyer be liable for lost any other costs, expenses, losses or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess fees arising out of the total Contract price. Seller’s cancellation or termination claim shall be submitted within sixty (60) days from the effective date of the terminationPurchase Order under this Paragraph 10. Buyer has relied upon Seller's agreement to manufacture the goods or provide the services at the price and on the terms stated in the Purchase Order to allow Buyer to fulfill its contract to sell to Buyer’s Customer the products that incorporate the goods or services. Consequently, Seller may not terminate this Purchase Order before expiration.

Termination for Convenience. In addition to any other rights, Buyer shall have further reserves the right to terminate Seller’s performance under this Contract hereunderpurchase order, in whole or in part, at any time, without cause, by providing giving written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. , whereupon Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work will cease performance on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except specified in the notice and will take such actions as may be are reasonably necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all protect property in Seller’s possession in which Buyer has or may acquire an interestinterest until Buyer has instructed Seller on disposition of such property. Seller will promptly advise Buyer reserves of any items acquired in anticipation of completion of its performance and the right to verify most favorable disposition that Seller can make thereof. Seller will comply with ▇▇▇▇▇'s instructions regarding the disposition of such items. Seller will submit all claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s resulting from such termination claim shall be submitted within sixty (60) days from of its receipt of such notice. Buyer shall have the effective right to inspect, upon reasonable advance notice, Seller’s records, facilities, work and materials relating to its performance or anticipated performance of the purchase order, for the purpose of establishing the value of Seller’s claims. Buyer will pay Seller, without duplication, the purchase order price for finished work accepted by ▇▇▇▇▇, and the cost to Seller of work in progress, and raw materials allocable to the terminated work based on Buyer’s audit of Seller’s records, using generally accepted accounting principles; however, the amount due Seller shall be reduced by the following: a. The market value or cost (whichever is higher) of any items used or disposed of by Seller without Buyer’s consent; b. The agreed value of any items used or disposed of by Seller with the Buyer’s consent; and c. The cost of any defective or destroyed materials. Buyer will make no payments for finished work, raw material or other items fabricated or procured by Seller in excess of the lesser of (i) that ordered; (ii) that for which Buyer has issued shipment releases as of the date of the terminationnotice of termination released; or (iii) thirty days supply. Notwithstanding the foregoing, payments under this Termination for Convenience clause shall not exceed the price for the entire performance specified in this purchase order less payments that would otherwise be made to complete performance hereunder. Payment under this Termination for Convenience clause will constitute Buyer’s sole and exclusive liability in the event Buyer elects to terminate this purchase order without cause by notice. This Termination for Convenience clause shall not apply to cancellation by Buyer hereunder.

Termination for Convenience. (a) Buyer shall have the right to may terminate work under this Contract hereunder, Purchase Order in whole or from time to time in part, at any time, without cause, by providing the giving of written notice to SellerSeller specifying the extent to which performance of work is terminated, and the time of which such termination becomes effective. (b) After receipt of such notice and except as otherwise directed by Buyer, the Seller shall stop work under an order to the extent specified in the notice of termination (c) Within thirty (30) days after receipt of the notice of termination, the Seller shall submit to Buyer its written termination claim. If so terminated under this provisionFailure of the Seller to submit its termination claim as provided herein shall constitute an unconditional and absolute waiver by the Seller of any claim arising from the Buyer's notice of termination. (d) Seller shall reasonably assess costs for raw materials, Buyer shall work in process and sub-assemblies as may be included within its termination claim to determine whether or not such items may be liable used by Seller for the manufacture of associated products or diverted for any products delivered or services initiated and/or performed after other purpose and to correspondingly reduce its termination claim by the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason value of such terminationitems when settlement has been made. Upon receiving notice Title to any of such termination, items determined not usable by Seller shalland charged to Buyer in the termination claim shall vest in Buyer upon payment of the claim and shall forthwith be delivered to Buyer. (e) Seller's termination claim shall consist solely of the following: (i1) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as Completed products accepted by Buyer that have not been terminated;paid. Such complete products shall have a cost obtained by multiplying the number of such products by the unit price therefore as specified in an order (iii2) Terminate all contracts, agreements, and orders Work in process shall not exceed that amount which has been previously released by a formal mechanism from the Buyer in addition to the extent purchase order. Such amounts shall not include any costs attributable to Seller's products paid or to be paid under subparagraph (e) (1) and shall not exceed the amount that they may relate would be paid pursuant to portions of the work that have been terminated; andunit cost on the purchase order. (iv3) Protect all property in which Buyer has The total sum to be paid to the seller under subparagraph (e) (1) and (2) above, shall not exceed the total order price reduced by the amount of payments otherwise made and as further reduced by the price work not terminated under an order. (f) In no event shall Seller be entitled to incidental or may acquire an interest. consequential damages, anticipated or projected profits, costs of preparing claims, attorney's fees, costs of tooling or equipment of sales, or agent's commissions on the terminated quantity. (g) Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, Buyer upon its reasonable request, all relevant books books, records, inventories and records facilities for its inspection and audit. If In the event Seller fails to reasonably afford Buyer its rights hereunder, then Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess claim asserted under the provisions of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationthis clause.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to terminate this Contract hereunderContract, in whole Buyer may immediately terminate all or in partany part of this Contract, at any time, without causetime and for any reason or no reason, by providing written notice notifying Seller in writing. Seller may not terminate all or any part of this Contract at its option. Upon such termination by Buyer, Buyer may, at its option, purchase from Seller any or all raw materials, work-in-process and finished goods inventory related to Seller. If so terminated the goods under this provisionContract which are useable and in a merchantable condition. The purchase price for such finished goods, raw materials and work-in-process, and Seller’s sole and exclusive recovery from Buyer shall not be liable (without regard to the legal theory which is the basis for any products delivered claim by Seller) on account of such termination, will be (a) the contract price for all goods or services initiated and/or performed that have been completed in accordance with this Contract as of termination date and delivered and accepted by Buyer and not previously paid for, plus (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the goods or services under this Contract to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this Contract less (c) the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with Buyer’s written consent. In no event will Buyer be required to pay for finished goods, work-in-process or raw materials which Seller fabricates or procures in amounts that exceed those Buyer authorizes in delivery releases nor will Buyer be required to pay for any goods or materials that are in Seller’s standard stock or that are readily marketable. Payments made under this Article will not exceed the aggregate price for finished goods that would be produced by Seller under delivery or release schedules outstanding at the date of termination. Within sixty (60) days after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available will submit a comprehensive termination claim to Buyer, upon its reasonable requestwith sufficient supporting data to permit an audit by Buyer, all relevant books and records for inspection will thereafter promptly furnish any supplemental and audit. If Seller fails to afford supporting information Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationrequests.

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunder, in whole or in part16.2.1 Owner, at any time, without cause, by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable time and for any products delivered or services initiated and/or performed after reason whatsoever in Owner’s sole discretion, may terminate this Agreement for Owner’s convenience. Construction Manager acknowledges that this Agreement must be approved by the Board of New York Times member of the Owner. In the event that the Board fails to approve this Agreement, then the Agreement shall be considered terminated for Owner’s convenience. Any Termination for Convenience shall be effected by delivering to Construction Manager a notice of Termination for Convenience specifying the date upon which the Termination for Convenience shall become effective date and identifying any specific portion of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed the Work to have been suffered be completed by reason of Construction Manager prior to such terminationeffective date. Upon receiving receipt of a notice of such terminationTermination for Convenience by the Owner, Seller Construction Manager shall: (i) Stop 16.2.1.1 stop all work Work under this Agreement on the written effective date date, and to the extent specified;extent, specified in the notice of Termination for Convenience. (ii) Place 16.2.1.2 enter into no further contracts, agreements, or orders hereunder Trade Contracts except as may be necessary for completing completion of such portions portion of the work as have not been terminated;Work specified in the notice. (iii) Terminate 16.2.1.3 unless directed otherwise by Owner, terminate all contracts, agreements, and orders Trade Contracts entered into by Construction Manager to the extent that they may said Trade Contracts relate to portions of the work Work to be performed subsequent to the effective date of the Termination for Convenience. 16.2.1.4 at Owner’s option, assign to Owner or such other entity or entities as Owner may direct, in the manner, at the times, and to the extent directed by Owner, all of the right, title and interest of Construction Manager in any or all Trade Contracts, in which case, Owner or such other entity or entities, shall accept all of Construction Manager’s obligations arising under such Trade Contracts after the date of such assignment. Construction Manager shall have included in each Trade Contract a provision specifically contemplating and validating any such assignment, and the Trade Contractor shall continue to perform its services under the Trade Contract without interruption. 16.2.1.5 to the extent required by Owner and subject to the prior written approval of Owner, settle all outstanding liabilities and all claims arising out of any termination of Trade Contracts. In the event of a Termination for Convenience, no Trade Contractor shall be entitled to recover anticipated profits on Work unperformed or materials or equipment not incorporated or installed in the Project, nor shall any Trade Contractor be reimbursed for losses arising out of matters covered by insurance. Instead, Trade Contractor’s recovery shall be limited to the reasonable and actual out-of-pocket costs and expenses incurred by such Trade Contractor for Work satisfactorily performed or materials, supplies and equipment procured, fabricated, incorporated or installed in the Project prior to the effective date of the Termination for Convenience. 16.2.1.6 if applicable, transfer title to Owner, to the extent not already vested in Owner, and deliver in the manner, at the times, and to the extent, if any, directed by Owner: (1) fabricated or unfabricated parts, Work in progress, completed Work, supplies and other materials and equipment produced as a part of, or acquired in connection with the performance of, the Work terminated by such notice of Termination; and (2) copies of the Contract Documents and other Drawings, sketches, Specifications, Shop Drawings, information and other relevant documentation directly related to the performance of the Work. 16.2.1.7 use its best efforts to sell, in the manner, at the times, to the extent, and at the price or prices directed or authorized by Owner, any property of the types referred to in Section 16.2.1.6; provided, however, that Construction Manager: (1) shall not be required to extend credit to any purchaser; and (2) may acquire any such property under the conditions prescribed and at a price or prices approved by Owner. The proceeds of any such transfer or disposition shall be applied to reduce any payments to be made by Owner to Construction Manager under this Agreement, or shall otherwise be credited against the Costs of the Work, or paid in such other manner as Owner may direct. 16.2.1.8 complete performance of such part of the Work as shall have been terminated; andspecified in the notice of Termination to be completed on or before the effective date of such Termination. (iv) Protect all 16.2.1.9 prior to the effective date of such Termination for Convenience, take such actions as may be necessary, or as Owner may reasonably direct, for the protection and preservation of the property related to the Work and the Project which is in the possession of Construction Manager and in which Buyer Owner has or may acquire an interest. Buyer reserves . 16.2.2 In the right event of a Termination for Convenience pursuant to verify claims hereunder and Seller shall make available to Buyerthis Section 16.2, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller Construction Manager shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess paid by Owner for: (1) unpaid Costs of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from Work incurred by Construction Manager in performance of the Work up to the effective date of the terminationTermination for Convenience; (2) reasonable, documented demobilization costs; and (3) that portion of the Construction Manager’s Fee attributable thereto; less (4) any sums properly deductible by Owner under the terms of this Agreement. 16.2.3 Construction Manager agrees that the pendency or existence of any dispute between Construction Manager and Owner, Architect or any Owner’s Consultant shall in no manner whatsoever affect or interfere with the discharge of Construction Manager’s obligations hereunder.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to terminate this Contract hereundercontract, in whole Buyer may, at its option, immediately terminate all or in partany part of this contract, at any time, without causetime and for any reason, by providing giving written notice with 10 days in advance to Seller. If so terminated Upon such termination, Buyer shall pay to Seller the following amounts without duplication: (a) the contract price for all goods or services that have been completed in accordance with this contract and not previously paid for and (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the goods or services under this provisioncontract to the extent such costs are reasonable in amount and are properly allocable or apportionable or materials used or sold by Seller with Buyer's written consent, and the cost of any damaged or destroyed goods or material. Buyer will make no payments for finished goods, services, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in delivery releases nor for any undelivered goods that are in Seller's standard stock or that are readily marketable. Payments made under this Paragraph shall not exceed the aggregate price payable by Buyer for finished goods or services that would be produced or performed by Seller under delivery or release schedules outstanding at the date of termination. Except as provided in this Paragraph, Buyer shall not be liable for any products delivered and shall not be required to make payments to Seller, directly or services initiated and/or performed after the effective date on account of termination. Seller shall have no claim against Buyer claims by Seller's subcontractors, for services not performedloss of anticipated profit, anticipatory profits lostunabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or indirect or consequential damages claimed to have been suffered by reason general and administrative burden charges from termination of such terminationthis contract. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) Within 60 days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer, with sufficient supporting data to permit Buyer's audit, and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer or its agents shall have the terminationright to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Seller.

Termination for Convenience. Buyer shall have the right a) BUYER may terminate work remaining under this purchase order in whole, or from time to terminate this Contract hereundertime, in whole or in part, at any time, without cause, part by providing giving written notice to SellerSELLER specifying the extent to which performance of work is terminated and the time at which such termination becomes effective. If so After receipt of such notice and except as otherwise directed by BUYER, SELLER shall stop all work under this order to the extent specified in the notice of termination. Within thirty (30) days after receipt of the notice of termination, SELLER shall submit to BUYER its written termination claim. Failure of SELLER to submit its termination claim as provided herein shall constitute an unconditional and absolute waiver by SELLER of any claim arising from BUYER's notice of termination. b) SELLER shall reasonably assess costs for raw materials, work in process and subassemblies as may be included within its termination claim to determine whether or not such items may be used by SELLER for the manufacture of associated products or diverted for any other purpose, and to correspondingly reduce its termination claim by the value of such items. When settlement has been made, title to any of such items determined not usable by SELLER and charged to BUYER as the termination claim shall vest in BUYER upon payment of the claim and shall forthwith be delivered to BUYER. c) SELLER's termination claim shall consist solely of the following: i) Completed products accepted by BUYER and not previously paid for, the sum determined by multiplying the number of such products by the unit price as specified in this order, and, ii) The total of (i) the cost of work in process not to exceed the average unit cost multiplied by the number of units in process, however, if it appears that SELLER would have sustained a loss on the entire purchase order had it been completed, no profit shall be included or allowed, and an appropriate adjustment shall be made reducing the amount of settlement to reflect the indicated rate of loss. Such amounts shall not include any costs attributable to SELLER's products paid or to be paid under subparagraph (e)(1) above. The total sum to be paid to SELLER shall not exceed the total order price minus the amount of payments otherwise made and the price of work not terminated under this provision, Buyer order. d) In no event shall not SELLER be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect entitled to incidental or consequential damages claimed to have been suffered by reason damages, anticipated or projected profits, costs of such termination. Upon receiving notice preparing claims, attorneys' fees, costs of such termination, Seller shall: (i) Stop all work tooling or equipment or sales or agents’ commissions on the written effective date and to the extent specified;terminated quantity. (iie) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer BUYER reserves the right to verify claims hereunder by SELLER making available relevant books, records, and Seller shall make available inventories to Buyer, a mutually agreed upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claimthird party audit agency. In no the event material discrepancies are found during the audit process, SELLER shall Buyer be liable pay for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationaudit.

Termination for Convenience. (a) Buyer shall have the right to terminate this Contract hereunder, in whole or in part, at any time, without causemay, by providing written notice to Seller, terminate all or any part of this Contract for convenience and without cause. If so only part of the Contract is terminated, Seller is not excused from performance of the non-terminated part of the Contract. (b) In the event of a termination for convenience by ▇▇▇▇▇, Seller may be paid an amount, to be mutually agreed upon, which shall be adequate to cover the actual reasonable cost paid by Seller for the actual labour and material reasonably used by Seller to perform the work under this provisionContract up to the effective date of termination, plus a reasonable profit. Buyer shall will not be liable pay for any products delivered anticipatory profits related to work under this Contract not yet performed or services initiated and/or performed after costs incurred due to Seller's failure to terminate work as ordered as of the effective date of termination. Seller shall have Under no claim against Buyer circumstances will the total amount paid under the provisions of this paragraph exceed the prices set forth in this Contract for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall:the work terminated. (ic) Stop all work on Buyer, in addition to any other rights and remedies provided by applicable law or under this Contract, may require Seller to transfer title and deliver to Buyer or, in the written effective date manner and to the extent specified; directed by ▇▇▇▇▇ for: (i) any completed Goods; (ii) Place no further contracts, agreements, any partially completed Goods or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; in progress; and (iii) Terminate all contractsany Manufacturing Materials as Seller has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated. (d) Seller shall, agreementsupon direction of Buyer, mark, separate, protect, and orders to the extent that they may relate to portions of the work that have been terminated; andpreserve property in Seller’s possession in which ▇▇▇▇▇ has an interest. (ive) Protect all property in which Payment for completed Goods delivered to and accepted by Buyer has or may acquire an interest. Buyer reserves the right pursuant to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller subparagraph (c) above shall be deemed at the Contract price. Payment for partially completed Goods, for Manufacturing Materials or work in progress delivered to have relinquished its claim. In no event shall and accepted by Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overheadpursuant to subparagraph (c) above, or for any sum the protection and preservation of property in excess Seller’s possession pursuant to subparagraph (d) above, shall be in an amount agreed to by Buyer and Seller, and failure to agree to such amount shall be a dispute concerning a question of fact within the meaning ¶ 30, DISPUTE RESOLUTION. Seller must transfer title and deliver partially completed Goods, work in progress, or Manufacturing Materials in accordance with ▇▇▇▇▇’s direction even if the parties have not yet agreed on terms of Payment. Under no circumstances shall a failure of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days parties to agree upon payment terms excuse the Seller from the effective date of the terminationperforming in accordance with ▇▇▇▇▇'s direction.

Termination for Convenience. Buyer shall have a) The GRTC may, whenever the right to interests of the GRTC so require, terminate this Contract hereunderContract, in whole or in part, at any time, without cause, by providing for the convenience of the GRTC. The GRTC shall give written notice of the termination to Sellerthe Contractor specifying the part of the Contract terminated and when termination becomes effective. b) The Contractor shall incur no further obligations in connection with the terminated orders, and, on the date set forth in the notice of termination, the Contractor will stop providing Services to the extent specified. The Contrac- tor also shall terminate outstanding orders and subcontracts as they relate to the terminated order. The Contrac- tor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated orders. The GRTC may direct the Contractor to assign the Contractor's right, title, and interest under terminated orders or Subcontracts to the GRTC. The Contractor must still complete any orders not termi- nated by the notice of termination and may incur such obligations as are necessary to do so. c) The GRTC may require the Contractor to transfer title and deliver to the GRTC in the manner and to the extent directed by the GRTC: (1) any completed supplies; and (2) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (hereinafter called "Manufacturing Ma- terials") as the Contractor has specifically produced or specially acquired for the performance of the terminated part of this Contract. The Contractor shall, upon direction of the GRTC, protect and preserve property in the possession of the Contractor in which the GRTC has an interest. If so terminated under the GRTC does not exercise this provisionright, Buyer the Contractor shall use its best efforts to sell such supplies and Manufacturing Materials. d) Contractor shall be entitled to (a) the compensation payable hereunder (but not be liable yet paid) for any products delivered or services initiated and/or performed after conforming Services provided through the effective date of terminationtermination and (b) the reasonable costs incurred by Contractor to termi- nate any executory subcontracts (the “Termination Payment”); provided, however, in no event shall the sum of any compensation previously paid and the Termination Payment exceed the compensation that would have oth- erwise been payable absent such a termination by GRTC. Seller The Termination Payment shall have no claim against Buyer not include any com- pensation for services not performedunabsorbed overhead or lost profits. Except for such Termination Payment, anticipatory profits lost, or indirect or consequential damages claimed GRTC’s obligation to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on compensate Contractor for the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller Services shall be deemed to have relinquished its claim. In been discharged upon termination. e) After termination or cancellation, GRTC shall have no event shall Buyer be liable further liability other than to pay for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from Services performed and conforming Goods delivered prior to the effective date of the terminationtermination or cancellation. f) Neither termination nor cancellation shall affect any rights either party may have with respect to any Goods de- livered or Services performed prior to termination or cancellation, any pending dispute, or any rights either party may have with respect to any breach occurring prior to termination or cancellation.

Termination for Convenience. Buyer shall have the right to (a) At any time for convenience, Avanex may terminate work under this Contract hereunder, Agreement in whole or in part, at any time, without cause, by providing [*] written notice to Seller. If so CMI specifying the extent to which performance of work is terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after and the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of time at which such terminationtermination becomes effective. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and CMI will to the extent specified; (ii) Place and at the times specified by Avanex, stop all work under this Agreement or purchase order under this Agreement, place no further contractsorders for materials to complete the work, agreementsassign to Avanex all CMI's interests under terminated subcontracts and orders, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate settle all contractsclaims thereunder after obtaining Avanex's approval, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect protect all property in which Buyer Avanex has or may acquire an interest, and transfer title and make delivery to Avanex of all articles, materials, work in process, and other things held or acquired by CMI in connection with the terminated portion of this Agreement. Buyer reserves CMI will proceed promptly to comply with Avanex's instructions respecting each of the right to verify claims hereunder and Seller shall make available to Buyer, upon foregoing without awaiting settlement or payment of its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its termination claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty Within thirty (6030) days from after such termination, CMI may submit to Avanex its written claim for termination charges, in the effective date form and with the certifications prescribed by Avanex. Failure to submit such a claim within thirty days will constitute an unconditional and absolute waiver of all claims and a release of all Avanex's liability arising out of the termination. The parties may agree upon the amount to be paid CMI for such termination. If they fail to agree, Avanex will pay CMI the following amounts: (i) the contract price for any completed Products or services rendered in accordance with this Agreement; (ii) the actual costs incurred by CMI which are properly allocable under recognized commercial accounting practices to the terminated portion of this Agreement, plus a fair and reasonable profit on such costs (as reasonably agreed to by the parties) with respect to partially completed Products and materials that CMI has produced or acquired for the performance of the terminated portion of this Agreement. With respect to work in progress, if it appears that CMI would have sustained a loss on the order, no profit will be allowed, and an adjustment will be made reducing the amount of the settlement to reflect the indicated rate of loss; or (iii) the reasonable costs incurred by CMI in making settlement and in protecting property in which Avanex has or may acquire an interest. (b) Payments made under this Section 38 may not exceed the aggregate price specified in this Agreement or purchase order(s) under this Agreement less payments otherwise made or to be made. Any amounts payable for property lost, damaged, stolen or destroyed prior to delivery to Avanex will be excluded from amounts otherwise payable to CMI under this Section 38. (c) Cancellation by Avanex under this Section 38 of any purchase order shall not excuse CMI's performance with respect to any other Agreement or Purchase order.

Termination for Convenience. Buyer The Authority shall have the right to terminate this the Contract hereunder, in whole or in part, part at any time, without cause, time by providing giving the Contractor at least twenty (20) business days written notice (or such other period as may be stated in Schedule 3 (Contract Data Sheet)). Upon expiry of the notice period the Contract, or relevant part thereof, shall terminate without prejudice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective rights of the parties already accrued up to the date of termination. Seller Where only part of the Contract is being terminated, the Authority and the Contractor shall owe each other no further obligations in respect of the part of the Contract being terminated, but will continue to fulfil their respective obligations on all other parts of the Contract not being terminated. Following the above notification the Authority shall be entitled to exercise any of the following rights in relation to the Contract (or part being terminated) to direct the Contractor to: not start work on any element of the Contractor Deliverables not yet started; complete in accordance with the Contract the provision of any element of the Contractor Deliverables; as soon as may be reasonably practicable take such steps to ensure that the production rate of the Contractor Deliverables is reduced as quickly as possible; terminate on the best possible terms any subcontracts in support of the Contractor Deliverables that have no claim against Buyer not been completed, taking into account any direction given under clauses 42.b(2) and 42.b(3) of this condition. Where this condition applies (and subject always to the Contractor’s compliance with any direction given by the Authority under clause 42.b): The Authority shall take over from the Contractor at a fair and reasonable price all unused and undamaged materiel and any Contractor Deliverables in the course of manufacture that are: in the possession of the Contractor at the date of termination; and provided by or supplied to the Contractor for services not the performance of the Contract, except such materiel and Contractor Deliverables in the course of manufacture as the Contractor shall, with the agreement of the Authority, choose to retain; the Contractor shall deliver to the Authority within an agreed period, or in absence of such agreement within a period as the Authority may specify, a list of: all such unused and undamaged materiel; and Contractor Deliverables in the course of manufacture, that are liable to be taken over by, or previously belonging to the Authority, and shall deliver such materiel and Contractor Deliverables in accordance with the directions of the Authority; in respect of Services, the Authority shall pay the Contractor fair and reasonable prices for each Service performed, anticipatory profits lostor partially performed, in accordance with the Contract. The Authority shall (subject to clause 42.e below and to the Contractor’s compliance with any direction given by the Authority in clause 42.b above) indemnify the Contractor against any commitments, liabilities or indirect or consequential damages claimed to have been suffered expenditure which would otherwise represent an unavoidable loss by the Contractor by reason of the termination of the Contract, subject to: the Contractor taking all reasonable steps to mitigate such loss; and the Contractor submitting a fully itemised and costed list of such loss, with supporting evidence, reasonably and actually incurred by the Contractor as a result of the termination of the Contract or relevant part. The Authority’s total liability under the provisions of this Condition shall be limited to the total price of the Contractor Deliverables payable under the contract (or relevant part), including any sums paid, due or becoming due to the Contractor at the date of termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on The Contractor shall include in any subcontract over £250,000 which it may enter into for the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions purpose of the work as have not been terminated; (iii) Terminate all contractsContract, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available terminate the subcontract under the terms of clauses 42.a to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller 42.e except that: the name of the Contractor shall be deemed to have relinquished its claim. In no event substituted for the Authority except in clause 42.c(1); the notice period for termination shall Buyer be liable for lost or anticipated profitsas specified in the subcontract, or unabsorbed indirect costs or overheadif no period is specified twenty (20) business days; and the Contractor’s right to terminate the subcontract shall not be exercised unless the main Contract, or relevant part, has been terminated by the Authority in accordance with the provisions of this condition 42. Claims for any sum in excess of the total Contract price. Seller’s termination claim payment under this condition shall be submitted within sixty (60) days from in accordance with the effective date of the terminationAuthority’s direction.

Termination for Convenience. a. Buyer shall have the right to may terminate this Contract hereunderOrder, for convenience, in whole or in part, at any timetime by written or electronic notice. Upon any such termination Seller shall, to the extent specified by Buyer, stop all work on this Order, and cause its suppliers or subcontractors to stop work. Charges for any such termination of this Order shall be limited to actual non-recoverable costs incurred by Seller which Seller can demonstrate were properly incurred prior to the date of termination. In no event will Buyer reimburse Seller for goods, inventory or services in excess of those required to meet Buyer’s delivery schedule for binding forecasts. b. Within (30) thirty days from such termination Seller may submit to Buyer its written claim for termination charges, in the form and with the certifications prescribed by Buyer. Failure to submit such claim within such time shall constitute a waiver of all claims and a release of all Buyer’s liability arising out of such termination. c. Buyer shall pay Seller the amount due for goods and services delivered prior to termination and in addition thereto, but without causeduplication, by providing written notice shall pay the following amounts: i) The contract price for all goods and services completed in accordance with this Order and not previously paid for; ii) the cost of unique work in process no more than necessary to meet delivery schedules hereunder; iii) the costs of paying claims to Seller’s vendors for work directly allocable to the goods or services terminated. If so terminated under There shall be no charges for terminating this provision, Order with respect to standard goods for which there are alternate customers. Buyer shall not be liable responsible for any products delivered commitments made by Seller in advance of those necessary to comply with the schedules set forth in this Order. Payments made under this subparagraph shall not exceed the aggregate price specified in this Order, less payments otherwise made or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such terminationbe made. Upon receiving notice payment of such terminationSeller’s claim, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed entitled to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profitsall goods, or unabsorbed indirect costs or overheadmaterials and work in process paid for. d. IN NO EVENT SHALL SELLER BE ENTITLED TO NOR SHALL BUYER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationCOSTS OF PREPARING CLAIMS, COSTS OF TOOLING OR EQUIPMENT, OR ANY OTHER EXPENSES OR DAMAGES ARISING OUT OF THIS ORDER OR WITH RESPECT TO THE TERMINATED GOODS OR SERVICES.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to terminate this Contract hereundercontract, in whole Buyer may, at its option, immediately terminate all or in partany part of this contract, at any time, without causetime and for any reason, by providing giving written notice to Seller. If so terminated Upon such termination, Buyer shall pay to Seller the following amounts without duplication: (a) the contract price for all goods or services that have been completed in accordance with this contract and not previously paid for and, (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the goods or services under this provisioncontract to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this contract less, however, the sum of the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with Buyer’s written consent, and the cost of any damaged or destroyed goods or material. Buyer will make no payments for finished goods, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in delivery releases nor for any undelivered goods that are in Seller’s standard stock or that are readily marketable. Payments made under this Paragraph shall not exceed the aggregate price payable by Buyer for finished goods that would be produced by Seller under delivery or release schedules outstanding at the date of termination. Except as provided in the Paragraph, Buyer shall not be liable for any products delivered and shall not be required to make payments to Seller, directly or services initiated and/or performed after the effective date on account of termination. Seller shall have no claim against Buyer claims by Seller’s subcontractors, for services not performedloss of anticipated profit, anticipatory profits lostunabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearranged costs or rental, unamortized depreciation costs, or indirect or consequential damages claimed to have been suffered by reason general and administrative burden charges from termination of such terminationthis contract. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) Within 60 days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer, with sufficient supporting data to permit ▇▇▇▇▇’s audit, and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer or its agents shall have the terminationright to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Seller.

Termination for Convenience. A. Buyer shall have the right to may terminate this Contract any Release placed hereunder, in whole or in part, at any timetime for its sole convenience by giving written notice of termination to Seller. Upon Seller's receipt of such notice, without causeSeller shall, by providing unless otherwise specified in such notice, immediately stop all work hereunder, give prompt written notice to and cause all of its vendors or subcontractors to cease all related work and, at the request of Buyer, return any materials provided to Seller by Buyer. B. There shall be no charges for termination of Releases for standard Equipment and Items or for Services not yet provided. Buyer will be responsible for payment of authorized Services, Equipment and Items already provided by Seller but not yet invoiced. Paragraphs C through E of this Section 5 shall govern Buyer's payment obligation for Custom Items. Notwithstanding anything to the contrary, Seller shall not be compensated in any way for any work done after receipt of Buyer's notice, nor for any costs incurred by Seller's vendors or subcontractors after Seller receives the notice, nor for any costs Seller could reasonably have avoided, nor for any indirect overhead and administrative charges or profit of Seller. C. Any claim for termination charges for Custom Items must be submitted to Buyer in writing within fifteen (15) days after receipt of Buyer's termination notice along with a summary of all mitigation efforts. D. Seller's claim may include the net cost of Custom Items work in process scheduled to be delivered within thirty (30) days and which must be scrapped due to the cancellation. If so terminated under this provisionSeller shall, wherever possible, place such custom work in process in its inventory and sell it to other customers. Claim shall be limited to the percent of lead-time reference in Addendum D per schedule below: 0% cancellation fee > 80% of the lead-time remains prior to scheduled delivery date in the release of Equipment. 10% cancellation fee > 50% and < 80% of the lead-time remains prior to scheduled delivery date in the release of the equipment. 20% cancellation fee < 50% of the lead-time remains prior to the scheduled delivery date in the release of the Equipment. Upon payment of Seller's claim, Buyer shall not be liable for entitled to all such work and materials paid for. E. Before assuming any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against payment obligation under this section, Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all may inspect Seller's work on the written effective date in process and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, audit all relevant books and records for inspection and audit. If Seller fails documents prior to afford Buyer its rights hereunderpaying Seller's invoice. F. Notwithstanding anything else in this Agreement, Seller failure to meet the delivery date(s) in the Release shall be deemed considered a material breach of contract and shall allow Buyer to have relinquished its claim. In no event shall Buyer be liable terminate the order for lost the Item and/or any subsequent Releases without any liability whether the Release was for standard or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationCustom Items.

Termination for Convenience. Buyer a. LAFCO shall have the right option, in its sole discretion, to terminate this Contract hereunder, in whole or in partAgreement, at any timetime during the term hereof, for convenience and without cause, . LAFCO shall exercise this option by providing giving Contractor written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller The notice shall have no claim against Buyer for services not performedspecify the date on which termination shall become effective. b. Upon receipt of the notice, anticipatory profits lostContractor shall commence and perform, or indirect or consequential damages claimed with diligence, all actions necessary on the part of Contractor to have been suffered effect the termination of this Agreement on the date specified by reason LAFCO and to minimize the liability of such Contractor and LAFCO to third parties as a result of termination. Upon receiving notice All such actions shall be subject to the prior approval of such terminationLAFCO. Such actions shall include, Seller shallwithout limitation: (i1) Stop Halting the performance of all services and other work under this Agreement on the written effective date date(s) and in the manner specified by LAFCO. (2) Not placing any further orders or subcontracts for materials, services, equipment or other items. (3) Terminating all existing orders and subcontracts. (4) At LAFCO’s direction, assigning to LAFCO any or all of Contractor’s right, title, and interest under the orders and subcontracts terminated. Upon such assignment, LAFCO shall have the right, in its sole discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. (5) Subject to LAFCO’s approval, settling all outstanding liabilities and all claims arising out of the termination of orders and subcontracts. (6) Completing performance of any services or work that LAFCO designates to be completed prior to the extent specified;date of termination specified by LAFCO. (ii7) Place no further contracts, agreements, or orders hereunder except Taking such action as may be necessary necessary, or as the LAFCO may direct, for completing such portions the protection and preservation of any property related to this Agreement which is in the work as have not been terminated; (iii) Terminate all contracts, agreements, possession of Contractor and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer LAFCO has or may acquire an interest. c. Within 30 days after the specified termination date, Contractor shall submit to LAFCO an invoice, which shall set forth each of the following as a separate line item: (1) The reasonable cost to Contractor, without profit, for all services and other work LAFCO directed Contractor to perform prior to the specified termination date, for which services or work LAFCO has not already tendered payment. Buyer reserves the right Reasonable costs may include a reasonable allowance for actual overhead, not to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records exceed a total of 10% of Contractor’s direct costs for inspection and auditservices or other work. If Seller fails to afford Buyer its rights hereunder, Seller Any overhead allowance shall be deemed separately itemized. Contractor may also recover the reasonable cost of preparing the invoice. (2) A reasonable allowance for profit on the cost of the services and other work described in the immediately preceding subsection (1), provided that Contractor can establish, to the satisfaction of LAFCO, that Contractor would have relinquished its claim. made a profit had all services and other work under this Agreement been completed, and provided further, that the profit allowed shall in no event exceed 5% of such cost. (3) The reasonable cost to Contractor of handling material or equipment returned to the vendor, delivered to the LAFCO or otherwise disposed of as directed by the LAFCO. (4) A deduction for the cost of materials to be retained by Contractor, amounts realized from the sale of materials and not otherwise recovered by or credited to LAFCO, and any other appropriate credits to LAFCO against the cost of the services or other work. d. In no event shall Buyer LAFCO be liable for lost costs incurred by Contractor or any of its subcontractors after the termination date specified by LAFCO, except for those costs specifically enumerated and described in the immediately preceding subsection (c). Such non-recoverable costs include, but are not limited to, anticipated profitsprofits on this Agreement, post-termination employee salaries, post-termination administrative expenses, post-termination overhead or unabsorbed overhead, attorneys’ fees or other costs relating to the prosecution of a claim or lawsuit, prejudgment interest, or unabsorbed indirect any other expense which is not reasonable or authorized under such subsection (c). e. In arriving at the amount due to Contractor under this Section, LAFCO may deduct: (1) all payments previously made by LAFCO for work or other services covered by Contractor’s final invoice; (2) any claim which LAFCO may have against Contractor in connection with this Agreement; (3) any invoiced costs or overheadexpenses excluded pursuant to the immediately preceding subsection (d); and (4) in instances in which, or for any sum in excess the opinion of the total Contract price. SellerLAFCO, the cost of any service or other work performed under this Agreement is excessively high due to costs incurred to remedy or replace defective or rejected services or other work, the difference between the invoiced amount and LAFCO’s termination claim shall be submitted within sixty (60) days from the effective date estimate of the terminationreasonable cost of performing the invoiced services or other work in compliance with the requirements of this Agreement. f. LAFCO’s payment obligation under this Section shall survive termination of this Agreement.

Termination for Convenience. In addition to any other termination right of Buyer shall have the right to hereunder, ▇▇▇▇▇ may immediately terminate all or any part of this Contract hereunderat any time and for any reason by notifying Seller in writing. Upon receipt of such notice, Seller shall immediately terminate all work under the Contract, terminate all orders and subcontracts relating to the performance of the work under the Contract, and protect any of Buyer’s property in whole or in partSeller’s possession. Upon termination, Buyer may, at its option, purchase from Seller any timeor all raw materials, without cause, by providing written notice work-in-progress and finished goods inventory related to Seller. If so terminated the goods under this provisionContract and which are useable and in a merchantable condition. The purchase price for such finished goods, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice raw materials and work-in-progress on account of such termination, will be (a) the contract price for all previously unpaid for goods or services that have been completed in accordance with this Contract as of the date of termination and have been delivered and accepted by Buyer, plus (b) the actual cost of work-in-progress and raw materials incurred by Seller shall: (i) Stop all work on in furnishing the written effective date and goods or services under this Contract to the extent specified; (ii) Place no further contracts, agreements, such costs are reasonable in amount and are properly allocable or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders apportionable under generally accepted accounting principles to the extent that they may relate to portions terminated portion of this Contract, less (c) the work that have been terminated; and reasonable value or costs (ivwhichever is higher) Protect all property in which Buyer has of any goods or may acquire an interest. Buyer reserves the right to verify claims hereunder and materials used or sold by Seller shall make available to with Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim's written consent. In no event shall will Buyer be liable required to pay for lost finished goods, work- in-progress or anticipated profits, raw materials which Seller fabricates or unabsorbed indirect costs or overhead, or procures in amounts that exceed those Buyer authorizes i n delivery releases nor will Buyer be required to pay for any sum goods or materials that are in excess of Seller's standard stock or that are readily marketable. Payments made under this paragraph will not exceed the total Contract price. Seller’s termination claim shall aggregate price for finished goods that would be submitted within sixty (60) days from produced by Seller under delivery or release schedules outstanding at the effective date of the termination.

Termination for Convenience. (a) Buyer at its sole discretion may terminate performance of Work for convenience under this PO in whole or, from time to time, in part. Buyer shall terminate by issuing to the Seller a “Notice of Termination” specifying the extent of termination and effective date; (b) After receipt of a Notice of Termination, and except as directed by ▇▇▇▇▇, the Seller shall immediately proceed with the following obligations in addition to any specifically included in the Notice of Termination: (1) Stop work as specified in the Notice of Termination; (2) Place no further subcontracts or orders except as necessary to complete the continued portion of this PO;(3) Terminate all subcontracts to the extent they relate to the Work terminated; (4) Complete performance of the Work not terminated; (5) As directed by ▇▇▇▇▇, transfer title and deliver to Buyer: (i) the fabricated or unfabricated parts, Work in process, completed Work, supplies, and other material produced or acquired for the Work terminated; and (ii) the completed or partially completed plans, drawings, information, and property that, if the PO had been completed, would be required to be furnished to Buyer; and (6) Comply with the instructions by ▇▇▇▇▇ in the Notice of Termination and any subsequent written instructions; (c) Seller shall submit a final termination settlement proposal to Buyer in the form and with the certifications prescribed by ▇▇▇▇▇. Seller shall submit the proposal promptly, but no later than ninety (90) calendar days from the Notice of Termination. If the Seller fails to submit the proposal within the time allowed, Buyer may determine, on the basis of information available, the amount, if any, due the Seller because of the termination and shall pay that amount. Such determination shall be conclusive; (d) Subject to paragraph (c) of this Clause, the Seller and ▇▇▇▇▇ may agree upon the whole or any part of the amount to be paid or remaining to be paid due to the termination. The Seller shall be reimbursed for actual, reasonable, and allowable cost incurred up to the date of termination plus a reasonable profit on work performed (a loss rate would apply if the Seller would have sustained a loss on the right entire PO had it been completed) not to exceed the total price to be paid for the remaining Work on the PO. In no event shall Buyer be obligated to pay for Seller’s anticipatory profit or unabsorbed overhead on the Work terminated. Unless a later date is determined by ▇▇▇▇▇, if within ninety (90) days of the Notice of Termination or the Seller’s Settlement Proposal, whichever is later, the Seller and Buyer have not agreed on the entire amount to be paid, Buyer shall pay the Seller the amount determined by Buyer to be due the Seller. Failure of the parties to reach agreement shall be a dispute under the “Disputes” Clause. A dispute shall not excuse Seller’s obligation to continue performance on any non- terminated portion of this PO; (e) Buyer at its sole discretion may, by written notice to Seller, terminate this Contract hereunderthe PO, in whole or in part, at any timeupon a voluntary or involuntary filing by Seller of a petition under the bankruptcy laws of the United States, without causethe execution by Seller of an assignment for the benefit of creditors, by providing written notice a calling of a meeting of Seller's creditors, an appointment of a dissolution or liquidation agent or committee with respect to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered the filing by reason Seller of such terminationan application for the appointment of a receiver. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed entitled to have relinquished its claim. In no event shall Buyer be liable recover only the compensation for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the Work actually performed by Seller prior to termination.

Termination for Convenience. Buyer shall have (A) Purchaser, by written notice to Contractor to be effective six (6) months following the right to date of such notice, may terminate this Contract hereunder, in whole or in partpart for its convenience in accordance with the terms of this Article 21. In such case, at any timeContractor shall immediately stop Work as directed in the termination notice and make its reasonable best efforts to mitigate costs. (B) In case of termination for convenience, without cause, by providing written notice Contractor shall be entitled to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after paid the effective date lesser of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work actual costs, direct and indirect, incurred by Contractor (Value Added Tax payable by Contractor on the written effective date such costs as a result of such termination shall be documented to Purchaser, added to such costs and paid by Purchaser) for all Work performed plus actual termination costs incurred by Contractor and its Subcontractors and to the extent specified; receive, in addition, an amount representing [*] profit, before taxes, on such costs less amounts previously paid by Purchaser to Contractor pursuant to this Contract or (ii) Place no further contracts, agreements, the maximum aggregate payments to be made as set forth in Exhibit F for the two (2) quarters following the date of notice as set forth in Article 21(A). The costs will include the impact (either gain or orders hereunder except as may be necessary for completing such portions loss) of cancellation of hedging in place at the time of termination with respect to the portion of the work as Total Price referred to in Article 7(C) for which corresponding payments have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interestreceived from Purchaser. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records A claim for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect such costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted by Contractor to Purchaser within sixty (60) days Days from the effective date of notice of termination. The Parties shall agree upon the terminationfinal termination charges to be paid to Contractor within thirty (30) Days after the date of submission by Contractor of its claim. (C) Purchaser shall pay Contractor the termination charges within thirty (30) Days following the date of receipt of an invoice from Contractor. Final payment shall be the amount of the total termination charges less amounts previously paid by Purchaser to Contractor pursuant to this Contract. In the event the amount of these credits exceeds the amount of the total termination charges, Contractor will refund the excess to Purchaser within thirty (30) Days following the date of receipt of an invoice from Purchaser. Subject to the prior approval of Purchaser and subject to restrictions that may be imposed under applicable Governmental authorizations, title to all WIP shall transfer to Purchaser after payment. The license granted to Purchaser under Article 12 shall continue for the period of use of any Deliverable Items not terminated. If requested by Purchaser and to the extent reasonably practicable, Contractor shall use commercially reasonable efforts to re-sell or re-use on other programs all WIP (or parts thereof) for the benefit of Purchaser. In such case, the fair market value of such WIP that Contractor re-uses or re-sells, as negotiated in good faith by the Parties, less the reasonable and demonstrable costs of storage and the reasonable costs incurred by Contractor for reusing and/or reselling such items, shall be deducted from the termination charges or added to the termination credit. (D) Notwithstanding the provisions of this Article 21, Purchaser shall not be entitled to terminate the Contract for convenience with respect to a Spacecraft after its Intentional Ignition.

Termination for Convenience. (a) Buyer shall have the right to terminate this Contract hereunder, in whole or in part, at any time, without causemay, by providing written notice to Seller, terminate all or any part of this Contract for convenience and without cause. If so only part of the Contract is terminated, Seller is not excused from performance of the non-terminated part of the Contract. (b) In the event of a termination for convenience by ▇▇▇▇▇, Seller shall be paid an amount, to be mutually agreed upon, which shall be adequate to cover the actual reasonable cost paid by Seller for the actual labor and material reasonably used by Seller to perform the work under this provisionContract up to the effective date of termination, plus a reasonable profit. Buyer shall will not be liable pay for any products delivered anticipatory profits related to work under this Contract not yet performed or services initiated and/or performed after costs incurred due to Seller's failure to terminate work as ordered as of the effective date of termination. Seller shall have Under no claim against Buyer circumstances will the total amount paid under the provisions of this paragraph exceed the prices set forth in this Contract for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall:the work terminated. (ic) Stop all work on Buyer, in addition to any other rights and remedies provided by applicable law or under this Contract, may require Seller to transfer title and deliver to Buyer or to Buyer’s customer, in the written effective date manner and to the extent specified; directed by ▇▇▇▇▇ for: (i) any completed Goods; (ii) Place no further contracts, agreements, any partially completed Goods or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; in progress; and (iii) Terminate all contractsany Manufacturing Materials as Seller has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated. (d) Seller shall, agreementsupon direction of Buyer, mark, separate, protect, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all preserve property in Seller’s possession in which Buyer or the Buyer’s customer has or may acquire an interest. . (e) Payment for completed Goods delivered to and accepted by Buyer reserves the right pursuant to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller subparagraph (c) above shall be deemed at the Contract price. Payment for partially completed Goods, for Manufacturing Materials or work in progress delivered to have relinquished its claim. In no event shall and accepted by Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overheadpursuant to subparagraph (c) above, or for any sum the protection and preservation of property in excess Seller’s possession pursuant to subparagraph (d) above, shall be in an amount agreed to by Buyer and Seller, and failure to agree to such amount shall be a dispute concerning a question of fact within the meaning ¶ 30, DISPUTE RESOLUTION. Seller must transfer title and deliver partially completed Goods, work in progress, or Manufacturing Materials in accordance with ▇▇▇▇▇’s direction even if the parties have not yet agreed on terms of Payment. Under no circumstances shall a failure of the total parties to agree upon payment terms excuse the Seller from performing in accordance with ▇▇▇▇▇'s direction. (f) If Buyer notifies Seller in writing that the termination of this Contract price. Sellerpursuant to this ¶ 20 was directed by the U.S. Government or that Buyer’s prime contract with the U.S. Government has been terminated for convenience, termination claim shall will be submitted within sixty (60) days from the effective date in accordance with applicable provisions of Part 49 of the terminationFAR, including Subparts 49.2 and 49.3 as applicable.

Termination for Convenience. In addition to any other rights of Buyer shall have to terminate the Contract, Buyer may, at its option, terminate all or any part of the Contract before the expiration date set forth in the Contract, at any time and for any reason, by giving written notice to Supplier. Supplier cannot terminate at its option. In the event Buyer exercises its right to terminate for convenience under this Contract hereunderSection, in whole or in part, at any timeBuyer will pay to Supplier only the following amounts, without causeduplication: a. the contract price for all goods and services that have been completed in accordance with the Contract and not previously paid for; and b. the actual costs of work-in-process and raw materials incurred by Supplier in furnishing the goods or services under the Contract, to the extent such costs are reasonable in amount and are properly allocable or apportion-able under generally accepted accounting principles to the terminated portion of the Contract; less, however, the sum of the reasonable value or cost (whichever is higher) of any goods or materials used or sold by providing Supplier with Buyer’s written notice consent and the cost of any damaged or destroyed goods or material. Supplier will promptly make available for delivery to SellerBuyer, as specified by Buyer, any goods completed but not delivered as of the time of ▇▇▇▇▇’s termination hereunder. If so terminated The Buyer will be liable for costs only to the extent any work-in process and raw materials were required to complete quantities to be delivered in accordance with the Buyer’s Purchase Orders and/or his delivery schedules. Any request for payment submitted to Buyer under this provisionSection must include sufficient supporting data to permit an audit by Buyer, including, without limitation, such supplemental and supporting information as Buyer may request. Any request for payment under this Section must be in writing and include, without limitation, a statement setting forth the contract price for the goods or services, invoices reflecting the actual cost of work-in-process and raw materials, the basis for the allocation of such costs to the terminated portion of the Contract, and any other supporting documentation reasonably requested by Buyer. Any amount otherwise due to Supplier pursuant to this Section will be reduced by any amount owed by Supplier to Buyer under the Contract or otherwise. Any payment under this Section will not be deemed a waiver of any of Buyer's other rights arising under the Contract or applicable law. Notwithstanding any other provision of the Contract, Buyer shall will make no payments under this Section for finished goods, services, work-in- process or raw materials fabricated or procured by Supplier in amounts in excess of those authorized in Buyer’s delivery schedules or any undelivered goods that are in Supplier’s standard stock or that are readily marketable. Further, any payments made under this Section will not exceed the aggregate price payable by Buyer for finished goods or services that would have been produced or performed by Supplier under Buyer’s delivery schedules outstanding at the date of termination. Except as expressly provided in this Section, Buyer will not be liable for any products delivered and will not be required to make payments to Supplier, directly or services initiated and/or performed after the effective date on account of termination. Seller shall have no claim against Buyer claims by Supplier’s subcontractors, for services not performedloss of anticipated profit, anticipatory profits lostoverhead, interest on claims, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date general and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions administrative burden charges from termination of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions Contract. The payment specified in this Section is Supplier’s sole remedy for termination of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationunder this Section.

Termination for Convenience. A. Buyer shall have the right to may terminate this Contract any Release placed hereunder, in whole or in part▇▇▇▇, at any timetime for its sole convenience by giving written notice of termination to Seller. Upon Seller's receipt of such notice, without causeSeller shall, by providing unless other▇▇▇▇ ▇pecified in such notice, immediately stop all work hereunder, give prompt written notice to Sellerand cause all of its vendors or subcontractors to cease all related work and, at the request of Buyer, return any materials provided to Seller by Buyer. B. There shall be no charges for termination of orders for standard Items or for Services not yet provided. If so terminated under Buyer will be responsible for payment of authorized Services and Items already provided by Seller but not yet invoiced. Paragraphs C through E of this provisionSection 5 shall govern Buyer's payment obligation for Custom Items. Notwithstanding anything to the contrary, Buyer Seller shall not be liable compensated in any way for any products work done after receipt of Buyer's notice, nor for any costs incurred by Seller's vendors or subcontractors after Seller receives the notice, nor for any costs Seller could reasonably have avoided, nor for any indirect overhead and administrative charges or profit of Seller. C. Any claim for termination charges for Custom Items must be submitted to Buyer in writing within * * * (* * *) days after receipt of Buyer's termination notice along with a summary of all mitigation efforts. D. Seller's claim may include the net cost of custom work in proce▇▇ scheduled to be delivered or services initiated and/or performed after within * * * (* * *) days and which must be scrapped due to the effective date of terminationcancellation. Seller shall have no claim against Buyer for services not performedshall, anticipatory profits lostwherever possible, or indirect or consequential damages claimed place such custom work in process in its inventory and sell it to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claimother customers. In no event shall such claim exceed the following cancellation schedule for Equipment . * * * Upon payment of Seller's claim, Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60entitled to all such work a▇▇ ▇▇▇erials pai▇ ▇▇▇. E. Before assuming any payment obligation under this section, Buyer may inspect Seller's work in process and audit all relevant documents prior to paying Seller's invoice. F. Notwithstanding anything else in this Agreement, failure to meet the delivery date(s) days from in the effective date Release shall be considered a material breach of contract and shall allow Buyer to terminate the terminationorder for the Item and/or any subsequent Releases without any liability whether the Release was for standard or Custom Items.

Termination for Convenience. Buyer 15.1 In addition to other rights the Contractor may have at law or under this Subcontract with respect to cancellation or termination, the Contractor may terminate performance or Work under this Subcontract in whole or, from time to time, in part, if the Contractor determines that a termination is appropriate for its convenience or Contractor fails to enter into the Contract with the Owner. The Contractor shall terminate by delivering to the Subcontractor a written Notice of Termination for Convenience specifying the extent of termination and the effective date. 15.2 After receipt of a Notice of Termination, and except as directed by the Contractor, the Subcontractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this Clause: 15.2.1 Stop work as specified in the Notice of Termination; 15.2.2 Place no further subcontracts or orders (referred to as subcontracts in this paragraph) for materials, services, or facilities, except as necessary to complete the continued portion of the Contract; 15.2.3 Terminate all subcontracts to the extent they relate to the Work terminated; 15.2.4 Assign to the Contractor, as directed by the Contractor, all right, title, and interest of the Subcontractor under the subcontracts terminated, in which case the Owner shall have the right to terminate this Contract hereunder, in whole settle or in part, at to pay any time, without cause, by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered termination settlement proposal arising out of those terminations; 15.2.5 With approval or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and ratification to the extent specifiedrequired by the Contractor, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification will be final for purposes of this paragraph; 15.2.6 As directed by the Contractor, transfer title and deliver to the Contractor (iia) Place no further contractsthe fabricated or unfabricated parts, agreementswork in process, completed work, supplies, and other material produced or orders hereunder except as may acquired for the work terminated, and (b) the completed or partially completed plans, drawings, information and other property that if the Subcontract had been completed, would be necessary for completing such portions required to be furnished to the Contractor; 15.2.7 Complete performance of the work as have not been terminated; (iii) Terminate all contracts15.2.8 Take any action that may be necessary, agreementsor that the Contractor may direct, for the protection and orders to the extent that they may relate to portions preservation of the work property related to this Subcontract that have been terminated; and (iv) Protect all property is in the possession of the Subcontractor and in which Buyer the Contractor has or may acquire an interest; and 15.2.9 Use its best efforts to sell, as directed or authorized by the Contractor, any property of the types referred to in Clause 15.2.6 of this Subparagraph; provided, however, that the Subcontractor (a) is not required to extend credit to any purchaser and (b) may acquire the property under the conditions prescribed by, and at prices approved by, the Contractor. Buyer reserves The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the right Contractor under this Contract, credited to verify claims hereunder the price or cost of the Work, or paid in any other manner directed by the Contractor. 15.3 The Contractor and Seller Subcontractor may agree upon the whole or any part of the amount to be paid because of termination. The amount shall make available not exceed the original Subcontract Sum (as adjusted by Change Orders previously made) reduced by the amount of payments previously made and by the price of work not terminated and not then completed (as measured by the then current schedule of values). 15.4 If the Contractor and Subcontractor fail to Buyeragree on the whole amount, the Contractor shall pay and the Subcontractor shall accept as full satisfaction amounts determined as follows, but without duplication of any amounts agreed upon its in the above paragraph. 15.4.1 For Subcontract Work performed and not paid for before the effective date of termination, the value of said Work so long as that amount is not in dispute, as depicted in the then current schedule of values, and the actual reasonable requestcosts of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of this Contract; and 15.4.2 The actual reasonable costs of settlement of the work terminated, all relevant books including accounting, legal, clerical, other expenses necessary for the preparation of termination settlement proposals and records supporting data, storage, transportation and other costs necessary for inspection the preservation, protection or disposition of termination inventory; but not including anticipated profits on any work not performed and audit. If Seller fails unabsorbed overhead allocated to afford Buyer its rights hereunderany work not performed. 15.5 Except for normal spoilage, Seller and except to the extent that the Contractor expressly assumed the risk of loss, the Contractor shall exclude from the amounts payable to the Subcontractor, the fair value, as determined by the Contractor, of property that is destroyed, lost, stolen or damaged so as to become undeliverable to the Contractor. 15.6 In arriving at the amount due the Subcontractor, there shall be deemed deducted: 15.6.1 All unliquidated advance or other payments to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profitsthe Subcontractor under the terminated portion of this Contract; 15.6.2 Any Claim which the Contractor has against the Subcontractor under this Contract; and 15.6.3 The agreed price for, or unabsorbed indirect costs or overheadthe proceeds of sale of materials, supplies, or for any sum in excess other things acquired by the Subcontractor or sold under the provisions of the total Contract priceParagraph and not recovered by or credited to the Contractor. 15.7 If the termination is partial, the Subcontractor may file a proposal with the Contractor for an adjustment of the prices(s) of the continued portion of the Contract. Seller’s termination claim The Contractor may make any adjustment agreed upon. Any proposal by the Subcontractor for an adjustment under this Paragraph shall be submitted requested within sixty thirty (6030) days from the effective date of termination unless extended in writing by the terminationContractor. 15.8 The Contractor may, under the terms and conditions prescribed herein, make partial payments and payments against costs incurred by the Subcontractor for the terminated portion of the Contract, if the Contractor believes the total of these payments will not exceed the amount to which the Subcontractor will be entitled. 15.9 The Subcontractor shall maintain all records and documents to the terminated portion of this Subcontract for three (3) years after final settlement. This includes all books and other evidence bearing on the Subcontractor’s costs and expenses under this Contract. The Subcontractor shall make these records and documents available to the Contractor in accordance with the audit and access to records provisions of this Contract.

Termination for Convenience. (A) Notwithstanding any other provisions of this Order, the Buyer shall have may by written notice, terminate for its convenience the right to terminate this Contract hereunder, in whole or in partany part of this Order. Upon receipt of such notice, at any timethe Seller shall immediately cease work, without cause, by providing written notice including but not limited to Seller. If so the manufacture and procurement of materials for the fulfillment of the terminated under portion of this provisionOrder. (B) In the event of termination pursuant to Clause 11 (A) above, Buyer shall not be liable for any products delivered or services initiated and/or performed after and Seller will agree upon an adjustment of the effective date of termination. Seller shall have no claim against Buyer for services not performedOrder price, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: provided that: (i) Stop all such adjustment shall not exceed the Order total price; (ii) except as otherwise provided herein, no amount will be allowed for profit on the terminated portion of this Order, regardless of whether the work on the written effective date and to the extent specified; terminated portion has been performed; (iiiii) Place no further contracts, agreements, or orders hereunder except as may otherwise provided herein, in the event of a partial termination no adjustment will be necessary for completing such portions made on the price of the work as have remaining portion of this Order, i.e., that portion which has not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which the Buyer has or may acquire an interest. shall pay the Order price for completed Goods delivered and accepted pursuant to paragraph (C) below; (v) the Seller and Buyer reserves shall agree on the right amount of payment for Manufacturing Materials delivered and accepted pursuant to verify claims hereunder and Seller shall make available paragraph (C) below: (vi) Seller's written intent to Buyer, upon its reasonable request, all relevant books and records file a claim for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted adjustment is received within sixty twenty-one (6021) calendar days from the effective date of termination; (vii) Seller’s final claim is received within ninety (90) calendar days from the terminationdate that intent to claim is filed. Seller shall have no other remedies after this period; and (viii) Seller shall continue the work not terminated. Failure to agree will be a dispute under the Disputes clause. (C) If this Order is terminated pursuant to paragraph (A) above, the Buyer may require the Seller to transfer the title and deliver as directed by the Buyer, any (i) completed Goods, and (ii) Manufacturing Materials that the Seller and its subcontractors have specifically produced or acquired for the portion of this Order under notice of Termination for Convenience. Upon direction of the Buyer, the Seller shall also protect and preserve property in its possession in which Buyer has an interest.

Termination for Convenience. Buyer 30.1 The performance of work under this contract may be terminated in whole, or from time to time in part, by the County in accordance with this clause. Termination of work hereunder shall be affected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of work under the contract is terminated. If the notice is hand delivered to Contractor by County, termination becomes effective on date signed for. If the notice is delivered to Contractor by certified mail, date of signature on return receipt will be the effective date of termination. 30.2 After receipt of a Notice of Termination and except as otherwise directed by the County, the Contractor shall, (1) stop work under the contract on the date and to the extent specified in the Notice of Termination; (2) place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portions of the work under the contract as may be terminated; (3) terminate all orders and subcontracts to the extent that they are related to the performance of any work terminated by the Notice of Termination; (4) assign to the County in the manner, at the times, and to the extent directed by the County, all of the right, title, and interest of the Contractor under the orders or subcontracts so terminated, in which case the County shall have the right to terminate this Contract hereunderright, in whole its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts subject to the approval or ratification of the County to the extent the County may require, which approval or ratification shall be final for all the purpose of this clause; (6) transfer title and deliver to the County in partthe manner, to the extent, at any the times directed by the County (i) the fabricated or non-fabricated parts, work in progress, complete work, supplies and other material produced as a part of, or required in connection with the performance of the work terminated by the Notice of Termination, and (ii) the completed or partially completed plans, drawings, information, and other property which, if the contract has been completed, would be required to be furnished to the County; (7) use its best efforts to sell in the manner, to the extent, at the time, without causeand at the price or prices directed or authorized by the County and property of the types referred to in provision (6) of this Subsection, by providing written notice to Seller. If so terminated under this provisionprovided, Buyer however, that the Contractor (i) shall not be liable required to extend credit to any purchaser and (ii) may acquire any such property under the conditions prescribed by and at a price or prices approved by the County and provided further that the proceeds of any such transfer or disposition shall be applied in deduction of any payments to be made by the County to the Contractor under this contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as the County may direct; (8) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (9) take such action as may be necessary or as the County may direct for any products delivered protection and preservation of the property related to this contract, which is in the possession of the Contractor and in which the County has or services initiated and/or performed after may acquire an interest. 30.3 After receipt of a Notice of Termination, the Contractor shall submit to the County its termination claim, in the form and with the certification prescribed by the County. Such claim shall be submitted promptly, but not later than 90 calendar days from the effective date of termination. Seller Upon failure of the Contractor to submit its termination claim within the time allowed, the County may determine, on the basis of information available to it, the amount, if any, due to the Contractor in respect to the termination of such determination under this Subsection; County shall have no claim against Buyer for services not performedpay the Contractor the amount so determined. 30.4 Subject to the provisions of Subsection 30.3, anticipatory profits lost, the Contractor and the County may agree upon the whole or indirect any part of the amount or consequential damages claimed amounts to have been suffered be paid to the Contractor by reason of the total or partial termination of work pursuant to this clause, which amount or amounts may include a reasonable allowance for profit on work done and the County shall pay the agreed amount or amounts; provided that such termination. Upon receiving notice agreed amount or amounts exclusive of such terminationsettlement costs, Seller shall: (i) Stop all work on shall not exceed the written effective date total contract price as reduced by the amount of payments otherwise made and to as further reduced by the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions contract price of the work as not terminated. 30.5 The obligation of the County to make any payments under this clause shall be subject to deductions in respect of (1) all un-liquidated advance or other payments on account theretofore made to the Contractor, (2) any claim which the County may have not been terminated; (iii) Terminate all contracts, agreementsagainst the Contractor in connection with this contract, and orders (3) the agreed price for, or the proceeds of sale of, any materials, supplies, or other things retained by the Contractor, or sold, and not otherwise recovered by or credited to the extent that they may relate County. 30.6 If the termination hereunder be partial, prior to portions the settlement of the terminated portion of this contract, the Contractor may file with the County a request in writing that an equitable adjustment be made in the price or prices specified in the contract for the work that have been terminated; and (iv) Protect all property in which Buyer has connection with the continued portion not terminated by the Notice of Termination, and the appropriate fair and reasonable adjustment shall be made in such price or may acquire an interestprices. Buyer reserves However, nothing contained herein shall limit the right of the County and the Contractor to verify claims hereunder agree upon the amount or amounts to be paid to the Contractor for the completion of the continued portion of the contract when said contract does not contain an established contract price for such continued portion. 30.7 The County may, from time to time, under such terms and Seller conditions as it may prescribe, make partial payments and payments on account against costs incurred by the Contractor in respect to the termination portion of the contract, whenever in the opinion of the County the aggregate of such payments shall be within the amount to which the Contractor will be entitled hereunder. If the total of such payments is in excess of the amount finally agreed upon or determined to be due under this clause, such excess shall be payable by the Contractor to the County upon demand, together with interest thereon computed, for the period from the date on which such excess payment is received by the Contractor to the date on which such excess is repaid to the County provided however that no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractor claim by reason of retention or other disposition of termination inventory until ten (10) calendar days after the date of such retention or disposition, or such later date as determined by the County by reason of the circumstances. The Salt Lake County Treasurer will establish the monthly average interest the Contractor will pay the County based on the rate earned by the County on its pooled investments of County funds in general. 30.8 Unless otherwise provided for in the contract, or by applicable statute, the Contractor, for a period of three (3) years after final settlement under the contract shall make available to Buyerthe County at all reasonable times at the office of the Contractor all its books, upon its reasonable requestrecords, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profitsdocuments, or unabsorbed indirect other evidence bearing on the costs or overheadand expenses of the Contractor under the contract and in respect to the termination of work hereunder or, to the extent approved by the County, photographs, microphotographs, or for any sum in excess other authentic reproductions thereof. 30.9 For purposes of Subsection 30.4, the amounts of the total Contract price. Seller’s termination claim payments to be made by the County to the Contractor shall be submitted within sixty be: (60a) days from the cost of work performed prior to the effective date of the terminationNotice of Termination; (b) the cost of settling and paying claims arising out of the termination of work under subcontracts or orders as provided hereinabove exclusive of the amounts paid or payable on account of supplies or materials delivered or services furnished by the subcontractor prior to the effective date of the Notice of Termination of work under this contract; (c) a sum of money, as a profit, equal to a maximum amount that the Contractor can establish from Contractor’s own records Contractor would have received if the agreement had been carried through to completion, provided however, that in no event shall said profit exceed ten percent (10%) of the total sum of incurred costs; (d) the total sum to be paid to the Contractor under (a), (b), and (c) above shall not exceed the total contract price as reduced by the amount of payments otherwise made and is further reduced by the contract price of work not terminated.

Termination for Convenience. Buyer shall have reserves the right at any time by written notice to Seller, to terminate this Contract hereunder, in whole or in part, at any timeContract, without cause, irrespective of whether or not Seller is in default of any of its obligations under this Contract, whereupon Seller shall terminate work pursuant to the terms of such notice. To the extent the Equipment ordered hereunder has been assembled or is made specifically for Buyer, and cannot be sold to other purchasers, upon such termination without cause by providing written notice Buyer, Seller shall promptly advise Buyer of the quantities of applicable work and material on hand or purchased prior to termination and the most favorable disposition that Seller can make thereof. Seller will comply with ▇▇▇▇▇’s instructions regarding disposition of such work and material. All claims by Seller based on such termination must be asserted, in writing and in full, within thirty (30) days from the date of notification of the termination, and Buyer shall pay Seller the order price of finished work, and the cost to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered excluding profit or services initiated and/or performed after the effective date losses, of termination. Seller shall have no claim against Buyer for services not performedwork in process and raw material, anticipatory profits lostless, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: however (i) Stop all work on the written effective date agreed value of any items used or sold by Seller with Buyer’s consent and to the extent specified; (ii) Place no further contractsthe reasonable value or cost (whichever is higher) of any defective, agreementsdamaged or destroyed work or material and any items sold or used by Seller without Buyer’s consent. As a condition precedent to receiving the payments set forth above, or orders hereunder except as may be necessary for completing such portions of Seller shall assign to Buyer all the work as have not been terminated; (iii) Terminate Seller’s rights and interests in, and deliver to Buyer all contractspapers, documents, agreements, and orders all completed Equipment parts and work in process relating to the Equipment, to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to requested by Buyer, upon its reasonable requestand transfer and deliver to Buyer all the Seller’s rights and interests in all materials with respect thereto, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunderwhether on order, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profitsin transit, in the Seller’s possession, or unabsorbed indirect costs or overhead, or elsewhere. The payment provided for any sum in excess of this clause shall constitute Buyer’s only liability in the total event this Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationis terminated as provided above.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to terminate this Contract hereunderContract, in whole Buyer may immediately terminate all or in partany part (e.g., one or more individual part numbers or a portion of Buyer’s requirements if this is a requirements contract) of this Contract, at any time, without causetime and for any reason, by providing written notifying Seller in writing. To the maximum extent permitted by applicable Law, Seller waives any required notice to Seller. If so terminated period for a termination under this provisionSection 11; provided, however, if applicable Law does not allow such a waiver by Seller, then Seller agrees the notice period shall be the shortest time period allowed by applicable Law. Upon such termination and subject to the terms of this Section 11, Buyer shall not be liable will purchase from Seller all raw materials, work-in-process and finished Goods inventory related to the Goods under this Contract which are useable and in a merchantable condition as of the termination date. The purchase price for such finished Goods, raw materials and work-in-process, and Seller’s sole and exclusive remedy (without regard to the legal theory which is the basis for any products delivered claim by Seller) on account of such termination, will be: (a) the contract price for all Goods that have been completed in accordance with this Contract as of the termination date, plus (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the Goods under this Contract to the extent such costs are reasonable in amount and are properly allocable or services initiated and/or performed apportionable under generally accepted accounting principles to the terminated portion of this Contract less (c) the reasonable value or cost (whichever is higher) of any Goods or materials used or sold by Seller with Buyer’s written consent. In no event will Buyer be required to pay for finished Goods, work-in-process or raw materials which Seller fabricates or procures in amounts that exceed those Buyer has authorized in delivery or release schedules outstanding at the date of termination nor will Buyer be required to pay for any Goods or materials that are in Seller’s standard stock or that are readily marketable. Payments made under this Section 11 will not exceed the aggregate price for finished Goods that would be produced by Seller under delivery or release schedules outstanding at the date of termination. Within sixty (60) days after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available will submit a comprehensive termination claim to Buyer, upon its reasonable requestwith sufficient supporting data to permit an audit by Buyer, all relevant books and records for inspection will thereafter promptly furnish any supplemental and auditsupporting information Buyer requests. If Seller fails ceases to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess a supplier of the total Goods covered by this Contract price. as a result of Buyer ceasing to be a supplier to its Customer for products which incorporate the Goods and Buyer actually receives a cancellation payment from its Customer which is directly attributable to costs incurred by Seller, Buyer may, in its sole discretion, share with Seller a portion of such cancellation payment as Buyer determines; provided, that any amounts otherwise paid by Buyer to Seller under this Section 11 will be deducted from any payments to be made under this sentence and any payments made under this sentence will be credited against ▇▇▇▇▇’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationother obligations, if any, under this Section 11.

Termination for Convenience. Buyer The Commissioner shall have the right to terminate this Contract hereunder, in whole or in part, Agreement at any time, without cause, time by providing giving one (1) Months' written notice to Sellerthe Supplier. If so terminated Subject to the limitations of liability in clause 35 (Limitations of Liability), where the Commissioner terminates the Agreement pursuant to this clause 38.5 (Termination for Convenience), the Commissioner shall compensate the Supplier in respect of any commitments, liabilities or expenditure which represent an unavoidable direct loss to the Supplier by reason of the termination of this Agreement, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Commissioner shall only compensate the Supplier for those unavoidable direct costs that are not covered by the insurance available, whether or not a claim is made on the relevant insurance policy for the relevant costs. The Supplier shall submit a fully itemised and costed list of unavoidable direct loss which it is seeking to recover from the Commissioner, with supporting evidence, of Losses reasonably and actually incurred by the Supplier as a result of termination under this provisionclause 38.5 (Termination for Convenience). Consequences of Expiry or Termination Save as set out in clause 38 (Termination Rights), Buyer the Commissioner shall not be liable required to pay any sums to the Supplier in respect of the termination or expiry of this Agreement by way of compensation or otherwise. Termination or expiry of this Agreement shall be without prejudice to any rights, remedies or obligations accrued under this Agreement prior to termination or expiration and nothing in this Agreement shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry. Termination or expiry of this Agreement shall not affect the continuing rights, remedies or obligations of the Commissioner or the Supplier pursuant to clauses 10 (Tax), 11 (Recovery of Sums Due), 14 (Audit), 22 (Non-solicitation), 23 (Intellectual Property Rights), 24 (Protection of Personal Data), 25 (Freedom of Information), 26 (Confidential Information), [Error: Reference source not found (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989),] [34 (Indemnities),] 35 (Limitations of Liability), 36 (Insurance Requirements), 39 (Consequences of Expiry or Termination), 40 (Recovery upon Expiry or Termination), 41 (Transfer of Terms), 47 (Prevention of Corruption), 48 (Third Party Rights), 50 (Severance), 51 (Entire Agreement) and 54 (Governing Law and Jurisdiction). Recovery upon Expiry or Termination Following the service of a notice to terminate for any products delivered or services initiated and/or performed after reason the effective date of termination. Seller Supplier shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed continue to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on be under an obligation to provide the written effective date Services and to ensure that there is no degradation in the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions standards of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to Services until the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the termination. In the event of termination or expiry of this Agreement the Supplier shall: repay to the Commissioner any aspect of the Contract Price it has been paid in advance in respect of Services not provided by the Supplier as at the date of expiry or termination; subject to clause 40.2.4 below, cease to use the Commissioner Data and, at the direction of the Commissioner provide the Commissioner and/or the Replacement Supplier with a complete and uncorrupted version of the Commissioner Data in electronic form in the formats and on media agreed with the Commissioner and/or the Replacement Supplier; subject to clause 40.2.4 below, upon the earlier of: the receipt of the Commissioner's written instructions; or 12 Months after the date of expiry or termination, destroy all copies of the Commissioner ▇▇▇▇, excepting a copy of any such Commissioner Data which is also a record as set out in clause 15 (Records) and promptly provide written confirmation to the Commissioner that the data has been destroyed; immediately return to the Commissioner (or such other party as nominated by the Commissioner) all Confidential Information, Personal Data and IP Materials in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services; assist and co-operate with the Commissioner (or such other party as nominated by the Commissioner) to ensure an orderly transition of the provision of the Services to the Replacement Supplier and/or the completion of any work in progress; and promptly provide all information concerning the provision of the Services which may reasonably be requested by the Commissioner for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Commissioner or the Replacement Supplier to conduct due diligence. If the Supplier fails to comply with clauses 40.2.2 to 40.2.6, the Commissioner may recover possession of the relevant materials and the Supplier grants a licence to the Commissioner or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted suppliers or sub-contractors where any such items may be held. Except where the end of the Term arises as result of the Commissioner's exercise of its option pursuant to clause 38.5 (Termination for Convenience), the Supplier shall meet all of its obligations under this clause 40 (Recovery Upon Expiry or Termination) at no charge to the Commissioner.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to terminate this Contract hereunderhereunder or under any Purchase Orders, in whole Buyer may, at its option, immediately terminate all or in partany part of its agreements with Seller, including under any Purchase Orders, at any time, without causetime and for any reason, by providing written giving notice to Seller. If so Upon such termination, Buyer shall pay to Seller only the following amounts, when due, as Seller’s sole remedy: (a) the contract price for all conforming goods and services that have been delivered in accordance with the Purchase Orders and these Terms; and (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the goods or services under the terminated Purchase Orders or other agreements, to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of the agreements and Purchase Orders; less, however: (a) the sum of the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with Buyer’s written consent; (b) the cost of any damaged or destroyed goods or material; and (c) any other offsets Buyer may have against Seller. Buyer will make no payments for finished goods, services, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in firm delivery releases nor for any undelivered goods that are in Seller’s standard stock or that are readily marketable. Payments made under this provisionParagraph shall not exceed the aggregate price payable by Buyer for finished goods or services that would be produced or performed by Seller under delivery or release schedules outstanding at the date of termination. Except as provided in this Paragraph, Buyer shall not be liable for any products delivered and shall not be required to make payments to Seller, directly or services initiated and/or performed after the effective date on account of termination. Seller shall have no claim against Buyer claims by Seller’s subcontractors, for services not performedloss of anticipated profit, anticipatory profits lostunabsorbed overhead, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such terminationinterest on claims, Seller shall: (i) Stop all work on the written effective date product development and to the extent specified; (ii) Place no further contractsengineering costs, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, facilities and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect equipment rearrangement costs or overheadrental, unamortized depreciation costs, capital expenditures or for other investments, general and administrative burden charges or any sum in excess other damages of the total Contract priceany type or nature. Seller’s termination claim shall be submitted within sixty (60) Within 10 days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer, with sufficient supporting data to permit Buyer’s audit, and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer or its agents shall have the terminationright to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Seller. If no claim is submitted within the 10 day period, then any claims of Seller against Buyer shall be deemed waived and released.

Termination for Convenience. Buyer shall have the right to may terminate this Contract hereunderOrder, in whole or in part, at any time, without cause, time for its convenience by providing written notice to SellerSeller in writing. If so terminated under this provisionOn receipt of such notice, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop immediately stop all work on the written effective date and shall immediately cause all of its suppliers and subcontractors to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be stopwork and take any action necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all protect property in Seller’s possession in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, continue all relevant books and records for inspection and auditwork not terminated. If Within fifteen (15) days of receipt by Seller fails to afford Buyer its rights hereunderof such notice, Seller shall be deemed may submit to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of a claim reflecting the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from work performed prior to the effective date of termination. Delivered and accepted or services completed under this Order, and not theretofore paid for prior to the effective date of termination and any sums which, consistent with applicable lead times, have necessarily and reasonably been paid by the Seller to its suppliers or subcontractors in support of the Order requirements, excluding any and all cost of Goodswhich either can be diverted to other Orders of Seller or retained by Seller for his own use for future Orders. The total settlement shall not exceed the Order price and if it appears the Seller would have sustained a loss on the entire contract, had it been completed, an appropriate adjustment shall be made reducing the amount of the claim to reflect the indicated percentage of loss. Seller shall promptly reimburse Buyer for any overpayment by ▇▇▇▇▇ to Seller as the result of a termination. Seller agrees that its failure to submit a claim within the time period set forth herein shall constitute a waiver thereof unless buyer grants seller an extension thereof in writing.

Termination for Convenience. Buyer shall have the right to may terminate this Contract hereunder, Agreement or any Order in whole or in part, part at any time, without causetime for its convenience, by providing written notice to Seller. If so terminated under this provisionSeller in writing, Buyer shall not be liable for any products delivered or services initiated and/or performed after such termination effective thirty (30) days from the effective date of terminationsuch notice. Upon ▇▇▇▇▇▇’s receipt of such notice, Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contractsspecified therein, agreementsstop work and the placement of subcontracts hereunder, or orders hereunder except as may be necessary for completing such portions of the terminate work as have not been terminated; (iii) Terminate all contracts, agreementsunder subcontracts outstanding hereunder, and orders take any necessary action to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all protect property in Seller’s possession in which Buyer ▇▇▇▇▇ has or may acquire an interest. Seller shall submit a termination claim within thirty (30) days after the effective date of termination notice incorporating all claims of Seller. The amount to which Seller shall be entitled upon complete termination ofthe Purchase Order shall be determined by the parties hereto as being a fair and reasonable amount for the effort performed prior to the date of notice of termination. Buyer reserves may deduct any amounts due to Buyer from Seller from the amount to be paid by Buyer on other open Purchase Orders. In no case shall Buyer be responsible for items procured or manufactured in advance of lead-time. Buyer shall have the right to verify claims hereunder audit all elements of any termination claim and Seller shall make available to BuyerBuyer on request all books, upon its reasonable requestrecords, all relevant books and records for inspection and auditpapers relating thereto. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed continue performance of an Order to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationextent not terminated.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to cancel or terminate this Contract hereunderPurchase Order, in whole Buyer may terminate all or in part, any part of this Purchase Order at any time, without cause, time and for any reason by providing giving written notice to Seller. If so Upon receipt of such notice, Seller shall immediately or at the end of the potential prior notice period, depending on the case, stop work on this Purchase Order or the terminated under this provisionportion thereof, and notify any subcontractors to do likewise. Buyer shall pay to Seller the Purchase Order price for all goods or services that have been completed in accordance with this Purchase Order and not previously paid for. Where articles or materials are to be specifically manufactured for Buyer hereunder and where Seller is not in default, an equitable adjustment shall be made to cover Seller's actual cost, excluding profit, for work-in-process and raw materials as of the date of termination, to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this Purchase Order. Buyer will not be liable for any products delivered charges or services initiated and/or performed expenses incurred by Seller in advance of the normal lead time necessary to meet scheduled delivery dates nor for any expenses, charges or liability incurred subsequent to the giving of notice of cancellation. Buyer will make no payments for finished goods, work-in-process, or raw materials in amounts in excess of those authorized by Buyer or for any undelivered goods which are in Seller's standard stock or which are readily marketable. Seller must submit any claim to Buyer within thirty (30) days after the effective date of terminationtermination or that claim will be waived. Payments made to Seller shall have no claim against under this Paragraph 10 represent the sole responsibility of Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason in case of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions cancellation of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder Purchase Order and Seller shall make available agrees not to Buyercharge any other costs, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails expenses or fees to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall nor will Buyer be liable for lost any other costs, expenses, losses or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess fees arising out of the total Contract price. Seller’s cancellation or termination claim shall be submitted within sixty (60) days from the effective date of the terminationPurchase Order under this Paragraph 10. Buyer has relied upon Seller's agreement to manufacture the goods or provide the services at the price and on the terms stated in the Purchase Order to allow Buyer to fulfill its contract to sell to Buyer’s Customer the products that incorporate the goods or services. Consequently, Seller may not terminate this Purchase Order before expiration.

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunder, A. This Agreement and any and all rights granted and obligations assumed hereby may be terminated in whole or in part, at any time, without cause, part by providing Buyer giving written notice to Seller. If so Upon receipt of a notice of termination, and except as otherwise directed by ▇▇▇▇▇, Seller shall immediately, as to the terminated portion of this Agreement and regardless of any delay in determining or adjusting any amounts due under this provisionclause, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performedpromptly stop work, anticipatory profits lost, or indirect or consequential damages claimed notify subcontractors to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreementsstop work, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all protect property in Seller’s possession in which Buyer has or may acquire an interest. B. As directed by ▇▇▇▇▇, Seller shall transfer title and possession to Buyer of any inventory and property, including plans, drawings, and information held by Seller which is for Buyer’s Agreement. In accordance with ▇▇▇▇▇’s instructions, Seller shall assign to Buyer reserves all right, title, and interest of Seller under the subcontracts of Seller that are terminated, in which case Buyer shall have the right to verify claims hereunder and Seller shall make available settle or to Buyer, upon its reasonable request, all relevant books and records for inspection and auditpay any termination settlement proposal arising out of those terminations. If Seller fails With approval or ratification to afford Buyer its rights hereunderthe extent required by ▇▇▇▇▇, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess settle all outstanding liabilities and termination settlement proposals arising from the termination of the total Contract price. Seller’s subcontracts; the approval or ratification will be final for purposes of this clause. C. Seller shall submit a termination claim shall be submitted settlement proposal within sixty (60) days from after the effective date of the terminationtermination notice incorporating all claims of Seller in the form and with the certification prescribed by Buyer. Seller and Buyer may agree upon the whole or any part of the amount to be paid because of the termination and the Agreement shall be amended and Seller paid the agreed amount. In no event shall payment to Seller exceed the total Agreement price as reduced by the amount of payments previously made and the Agreement price of work not terminated. D. Unless otherwise provided in this Agreement, Seller shall maintain all records and documents relating to the terminated portion of this Agreement for three (3) years after final settlement. This includes all books and other evidence bearing on Seller’s costs and expenses under this Agreement. Seller shall make these records and documents available to Buyer, at Seller’s office, at all reasonable times, without any direct charge.

Termination for Convenience. Buyer shall have the right A. By written notice to Contractor, HNS may terminate this Contract hereunderContract, in whole or in part, for its convenience at any timetime prior to completion. In the event of such termination by HNS, without causeit is agreed that the termination charges shall be negotiated. However, in no event shall the termination charges pursuant to this Article exceed the lesser of: 1. The total Contract price as reduced by providing written notice the Contract price of Work not terminated; or 2. For the Development Phase, HNS shall reimburse Contractor for the costs accrued to Sellerand including the milestone of the Development Phase at which the Contract is terminated. If HMS shall, however, not have the right to terminate the Contract until after milestone l(Minimum level) as stated in the Article entitled Price And Payment, paragraph C; or 3. For the Production Phase, if any, [*] of the total manufacturing costs (exclusive of nonrecurring engineering costs), both direct and it. direct, incurred by Contractor in the performance of the Work so terminated. B. In the event of termination pursuant to this Article, Contractor shall take all action, necessary to reduce the termination costs due from HNS, including, but not limited to, the immediate discontinuance of the terminated Work under this provisionContract, Buyer shall not be liable and the placing of no further orders for any products delivered labor, material or services initiated and/or performed after required under the effective date terminated portion. Contractor agees to take [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SUBCONTRACT AGREEMENT 8050025 (12/93P) such action as may be necessary, or as HNS may direct, for protection of terminationproperty in Contractor's possession in which HNS may have acquired an interest. C. Contractor shall continue performance of the portion of this Contract not terminated. Seller HNS shall have no claim against Buyer for services obligations to Contractor with respect to the terminated portion of this Contract, except as herein provided. D. Contractor agrees to advise HNS in writing of all proposed settlements with vendors in the event of termination, and Contractor further agrees not performed, anticipatory profits lost, to enter into any binding settlement until either HNS has approved the proposed settlement or indirect or consequential damages claimed to thirty (30) days have been suffered by reason elapsed from the date HNS was first notified of such termination. Upon receiving notice of such termination, Seller shall:proposed settlement. (i) Stop all work on the written effective date E. Direct and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller indirect costs shall be deemed to have relinquished its claimdetermined in accordance with generally accepted accounting practices and verified by an independent Certified Public Accountant. In no event HNS shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of pay Contractor the total Contract price. Seller’s termination claim shall be submitted charges due under this Article within sixty (60) days from after submission to HNS of such total costs certified by the effective date independent Certified Public Accountant. Payment of any termination charges hereunder shall be in an amount equal to the termination.total termination charges less the following: 1. Amount(s) previously paid by HNS to Contractor for the terminated Work pursuant to this Contract; and 2. Amount

Termination for Convenience. In addition to any other rights of Buyer shall have the right to terminate this Contract hereunderContract, in whole Buyer may immediately terminate all or in partany part (e.g., one or more individual part numbers or a portion of Buyer’s requirements if this is a requirements contract) of this Contract, at any time, without causetime and for any reason, by providing written notice notifying Seller in writing. Upon such termination and subject to Seller. If so terminated the terms of this Section 11, Buyer will purchase from Seller all raw materials, work-in-process and finished Goods inventory related to the Goods under this provisionContract which are useable and in a merchantable condition as of the termination date. The purchase price for such finished Goods, raw materials and work-in- process, and Seller's sole and exclusive recovery from Buyer shall not be liable (without regard to the legal theory which is the basis for any products delivered claim by Seller) on account of such termination, will be: (a) the contract price for all Goods that have been completed in accordance with this Contract as of the termination date, plus (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the Goods under this Contract to the extent such costs are reasonable in amount and are properly allocable or services initiated and/or performed apportionable under generally accepted accounting principles to the terminated portion of this Contract less (c) the reasonable value or cost (whichever is higher) of any Goods or materials used or sold by Seller with Buyer's written consent. In no event will Buyer be required to pay for finished Goods, work-in-process or raw materials which Seller fabricates or procures in amounts that exceed those Buyer has authorized in delivery or release schedules outstanding at the date of termination nor will Buyer be required to pay for any Goods or materials that are in Seller's standard stock or that are readily marketable. Payments made under this Section will not exceed the aggregate price for finished Goods that would be produced by Seller under delivery or release schedules outstanding at the date of termination. Within sixty (60) days after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available will submit a comprehensive termination claim to Buyer, upon its reasonable requestwith sufficient supporting data to permit an audit by Buyer, all relevant books and records for inspection will thereafter promptly furnish any supplemental and auditsupporting information Buyer requests. If Seller fails ceases to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess a supplier of the total Goods covered by this Contract price. as a result of Buyer ceasing to be a supplier to its customer for products which incorporate the Goods and Buyer actually receives a cancellation payment from its customer which is directly attributable to costs incurred by Seller, Buyer may, in its sole discretion, share with Seller a portion of such cancellation payment as Buyer determines; provided, that any amounts otherwise paid by Buyer to Seller under this Section 11 will be deducted from any payments to be made under this sentence and any payments made under this sentence will be credited against ▇▇▇▇▇’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationother obligations, if any, under this Section 11.

Termination for Convenience. Buyer shall have (a) The Authority may, whenever the right to interests of the Authority so require, terminate this Contract hereunderContract, in whole or in part, at any time, without cause, by providing for the convenience of the Authority. The Authority shall give written notice of the termination to Seller. If so the Contractor specifying the part of the Contract terminated under this provisionand when termination becomes effective. (b) The Contractor shall incur no further obligations in connection with the terminated orders, Buyer shall not be liable for any products delivered or services initiated and/or performed after and, on the effective date set forth in the notice of termination, the Contractor will stop providing Services to the extent specified. Seller The Contractor also shall have no claim against Buyer for services terminate outstanding orders and subcontracts as they relate to the terminated order. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated orders. The Authority may direct the Contractor to assign the Contractor's right, title, and interest under terminated orders or Subcontracts to the Authority. The Contractor must still complete any orders not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered terminated by reason of such termination. Upon receiving the notice of termination and may incur such termination, Seller shall:obligations as are necessary to do so. (ic) Stop all work on The Authority may require the written effective date Contractor to transfer title and deliver to the Authority in the manner and to the extent specifieddirected by the Authority: (1) any completed supplies; and (2) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (hereinafter called "Manufacturing Materials") as the Contractor has specifically produced or specially acquired for the performance of the terminated part of this Contract. The Contractor shall, upon direction of the Authority, protect and preserve property in the possession of the Contractor in which the Authority has an interest. If the Authority does not exercise this right, the Contractor shall use its best efforts to sell such supplies and Manufacturing Materials. (d) The Authority shall pay the Contractor the following amounts: (1) Contract prices for supplies accepted under the Contract; (ii2) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions costs incurred in preparing to perform and performing the terminated portion of the work as Services plus a fair and reasonable profit on such portion of the Services (such profit shall not include anticipatory profit or consequential damages), less amounts paid or to be paid for accepted supplies; provided, however, that if it appears that the Con- tractor would have not sustained a loss if the entire Contract would have been terminatedcompleted, no profit shall be allowed or included, and the amount of compensation shall be reduced to reflect the anticipated rate of loss; (iii3) Terminate all contracts, agreements, costs of settling and orders to the extent that they may relate to portions paying claims arising out of the work that have been terminatedtermination of subcontracts (these costs must not include costs paid in accordance with subparagraph (2) of this paragraph); and (iv4) Protect all the reasonable settlement costs of the Contractor and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the Contract and for the termination and settlement of subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of property in which Buyer has or may acquire an interest. Buyer reserves allocable to the right terminated portion of this Contract. (5) The total sum to verify claims hereunder and Seller be paid the Contractor under this subparagraph shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of not exceed the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from Sum plus the effective date reasonable settlement costs of the terminationContractor reduced by the amount of payments otherwise made, the proceeds of any sales of supplies and Manufacturing Materials under this paragraph, and the Contract price of orders not terminated.

Termination for Convenience. The Buyer shall have the right to may terminate performance or work under this Contract hereunder, order in whole or in part, at any time, without cause, part by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. , whereupon the Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all will stop work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or specified in the notice and terminate all orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders subcontracts to the extent that they may relate to portions the terminated work. Seller will promptly advise Buyer of the quantities of applicable work and material on hand or purchased prior to termination and the most favorable disposition that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interestthe Seller can make thereof. Buyer reserves Seller will comply with the right Buyer’s instructions regarding transfer and disposition of title to verify claims hereunder the possession of such work and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and auditmaterial. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within Within sixty (60) days after receipt of such notice of termination, the Seller will submit all its claims resulting from such termination. Buyer will have the effective date right to check such claims at any reasonable time or times by inspecting and auditing the records, facilities, and work on materials of the terminationSeller relating to this order. Buyer will pay the Seller, without duplication, the order price for finished work accepted by the Buyer and the cost to the Seller of work in process and raw material allocated to the terminated work, based on any audit the Buyer may conduct under generally reasonable value or cost (whichever is higher) of any items used or sold by the Seller without the Buyer’s consent, less (a) the agreed value of any items used or sold by the Seller with the Buyer’s consent, and (b) the cost of any defective, damaged, or destroyed work or material. Buyer will make no payment for finished work, work in process or raw material fabricated or procured by the Seller in excess of any order or release. Notwithstanding the above payments made under this clause shall not exceed the aggregate price specified in this order less payments otherwise made or to be made, and adjustments shall be made reducing the payments hereunder for costs of work in process and raw material to reflect on a pro rata basis any indicated loss on the entire order had it been completed. Payment made under this clause constitutes the Buyer’s only liability in the event this order is terminated hereunder.

Termination for Convenience. 14.1 Buyer shall have may terminate all or any portion of the right work to terminate be performed pursuant to this Contract hereunder, in whole or in part, at any time, without cause, by providing upon five (5) days written notice to SellerContractor. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after pay Contractor, in the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice event of such termination, Seller shall: termination liability equaling all Costs (ias defined in Paragraph 14.5 below) Stop expended by Contractor for all work done up to the date of termination on the written effective terminated portion of the Contract, settlements with subcontractors for work performed prior to termination on the terminated portion of the Contract, and Contractor's reasonable costs related to termination which would not otherwise have been incurred plus a [****] profit for the applicable termination costs and charges, but in no event more than the maximum termination liability that is set forth in Exhibit F hereto, as of date and of termination, less amounts previously paid by Buyer to Contractor pursuant to the extent specified; (ii) Place no further contractsPayment Article; provided that the Parties agree that Exhibit F sets forth the maximum termination liability if the entire Contract is terminated under this Article 14, agreements, or orders hereunder except as may and that the maximum termination liability shall be necessary for completing such portions pro rated appropriately in the event of a termination under this Article 14 of less than all of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to be performed by Contractor. Buyer's termination liability shall also include Costs incurred by Contractor for the extent that they may relate to portions parts of the work Base Spacecraft incorporated into the PAS 6B Spacecraft, but shall exclude any amounts retained or received by Contractor (whether for Costs, profits or otherwise) in connection with the termination of its agreement with a third party for the construction and delivery of the Base Spacecraft. Buyer shall pay the unpaid balance of such termination liability within thirty (30) days of Buyer's receipt of certification of Contractor's costs. In the event that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interestpaid to Contractor any amount in excess of such termination liability, then Contractor shall refund such excess amount to Buyer within [***] Filed separately with the Commission pursuant to a request for confidential treatment. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claimthirty (30) days of certification of costs. In no event shall the termination liability exceed either the Contract price defined in Article 5 herein or the amount specified in Exhibit F. 14.2 In the event of termination by Buyer be liable for lost or anticipated profitshereunder, or unabsorbed indirect costs or overheadand upon payment in full of all amount due (if any) under 14.1 above (or, or for if any sum amount is in excess dispute, payment of such amount into escrow in the total Contract pricemanner set forth in Paragraph 6.4), all tangible work in process inventories generated under this Contract, with respect to the terminated work, shall become the property of Buyer. Seller’s termination claim Buyer shall be submitted direct disposition of such property within sixty (60) days from the effective date of termination (which disposition may include requesting Contractor to undertake mitigation efforts in accordance with Paragraph 14.4 below) or such other date as agreed to by the Parties. Final acceptance and transfer of title for all tangible work in process inventories to be delivered to the Buyer in the event of termination shall be the subject of separate negotiations between Buyer and Contractor and shall be subject to applicable U.S. Government Export Regulations. The expense of disposition shall be borne by Buyer. 14.3 In the event of partial termination, the Contract Price shall be adjusted accordingly. 14.4 At Buyer's request, Contractor shall use reasonable best efforts to identify an alternate use (i.e. sale to third Parties and/or internal utilization) for any Hardware affected by a termination under this Article 14, the Contractor shall submit a proposal to Buyer, which, at a minimum, defines (i) the applicable Hardware, (ii) the intended use of the Hardware, (iii) the original acquisition cost/value of the applicable Hardware, as available, and (iv) the sale/transfer payment(s) to be received by Buyer. Contractor shall use its reasonable best efforts to obtain fair market value for the applicable Hardware. Buyer, at its sole option, may accept or reject the proposal submitted by Contractor. In the event that Buyer accepts the proposal submitted by Contractor, payment by Contractor to Buyer of the agreed upon payment value shall occur within thirty (30) days of the sale/transfer of the applicable Hardware, or such other payment period as mutually accepted between the Parties. If the Contractor's proposal is rejected by Buyer, if Contractor is unable to find any alternative use within two (2) years of being requested to do so or if Buyer so directs, then Title to the applicable Hardware shall be vested as stated in Paragraph 14.2 above. 14.5 As used in this Article 14, Contractor's "Costs" shall mean costs actually incurred by Contractor in performing its obligations hereunder (including G&A costs not to exceed [*****************] of such costs), all such costs to be determined in accordance with Contractor's normal accounting practices. Contractor shall provide to Buyer an invoice certified by the Chief Financial Officer of the company stating Contractor claim for costs properly includes only the costs specified in this paragraph. In the event Buyer desires independent verification of claim, Buyer may request to have independent certified public accountants (CPA) audit costs incurred by Contractor and report to the Parties. The CPA to perform such audit shall be selected by Buyer, subject to the approval of Contractor, which approval shall not be unreasonably withheld (and in any event shall not be withheld if Buyer selects a "Big Six" accounting firm). Such audit shall be at Buyer's expense unless such audit shows Contractor's costs to have been overstated (in which event Contractor shall bear the audit expense). Such audit shall constitute a final determination of actual costs notwithstanding the provision of Article 33; provided that, if the costs [***] Filed separately with the Commission pursuant to a request for confidential treatment. determined by such report exceed the amount of Contractor's termination claim, Buyer shall only be obliged to pay the amount of Contractor's termination claim.

Termination for Convenience. (a) This Order may be terminated at any time by Buyer shall have the right to terminate this Contract hereunder, in whole or in partpart for any reason whatsoever, at any timeor for no reason, without cause, in Buyer’s sole and absolute discretion. Such termination shall be effected by providing written delivery to Seller of a notice of termination specifying the extent to Seller. If so terminated which performance of the work under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after Order is terminated and the effective date upon which such termination becomes effective. (b) Upon receipt of such notice of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered and except as may otherwise be directed by reason of such termination. Upon receiving notice of such termination▇▇▇▇▇, Seller shall: (i1) Stop all work under this Order on the written effective date and to the extent specifiedspecified in the notice of termination; (ii2) Place no further contractsorder with lower-tier suppliers for materials, agreementsservices or facilities, or orders hereunder except as may be necessary for completing the completion of such portions portion of the work as have this Order which is not been terminated; (iii3) Terminate all contracts, agreements, and orders with lower-tier suppliers to the extent that they may relate to portions the performance of work terminated by the notice of termination; (4) Transfer title and deliver to Buyer: (i) all fabricated or un-fabricated parts, work in process, completed work, supplies and other materials produced in connection with the performance of the work that terminated; (ii) any other completed or partially completed items covered under this Order, which, if this Order has been completed, would have been required to be furnished to Buyer; (iii) with respect to any goods and/or services to be furnished under this Order and which Seller is developing or has developed for Buyer, a written assignment, duly executed by ▇▇▇▇▇▇, confirming the transfer to Buyer of all rights to such copyrightable works, data, inventions and mask works as are described in Article 25(c) below; (5) Complete performance of such part of this Order as shall not have been terminated; and (iv6) Protect all Take such action as may be reasonable and necessary, or as Buyer may direct, for the protection and preservation of the property related to this Order which is in possession of Seller and in which Buyer has had or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights . (c) Upon receipt of a notice of termination hereunder, Seller shall be deemed respond to have relinquished its Buyer in writing within thirty (30) calendar days, notifying Seller whether or not it intends to file a termination claim. If Seller does not notify Buyer whether or not it intends to file a claim within thirty (30) calendar days of Seller’s receipt of notice of termination, Buyer shall issue a change notice to confirm ▇▇▇▇▇’s and Seller’s agreement to termination hereunder on a no-cost basis. If Seller claims termination costs, Buyer shall issue appropriate forms and instructions to process said claim. Said claim shall not exceed the remaining unpaid balance of this Order, and shall be supported by verifiable documentation submitted by Seller. (d) In the event of termination pursuant to this Article 25, Seller and ▇▇▇▇▇ shall agree upon the amount to be paid to Seller, if anything, or the amount to be returned to Buyer, by reason of the total or partial termination of work pursuant hereto, and this Order shall be amended accordingly. (e) The termination claim submitted by Seller hereunder shall be based on the following elements, provided that in no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim exceed the remaining unpaid balance of this Order. (1) Completed goods and/or service covered under this Order delivered to Buyer and not previously paid for, the amount to be derived from the prices specified for such goods and/or services completed pursuant to this Order; (2) For goods and/or services not delivered to Buyer, an amount equivalent to the percentage of completion of the undelivered goods and/or services, expressed as a rate, times the line item prices specified, appropriately adjusted for any savings of freight, or other charges; (3) Seller’s actual cost of settling and paying claims arising out of the termination of lower-tier subcontracts; (4) Expenses for the protection or disposition of property or materials; and (5) Expenses incurred in the preparation of the termination claim. (f) In arriving at the amount of Seller’s claim under this Article 25, there shall be submitted within sixty deducted: (601) days from All un-liquidated payments on account previously made to Seller applicable to the effective date terminated portion of this Order; and (2) The agreed price for, or the proceeds of sale of, any materials and supplies acquired by Seller in its performance hereof, and not otherwise recovered by or credited to ▇▇▇▇▇. A negative balance shall result in payment by Seller to Buyer of the indicated overpayment. (g) If the termination hereunder be partial, prior to the settlement of the terminated portion of this Order, Seller may file with Buyer a request in writing for an equitable adjustment of the price or prices specified in this Order relating to the continued portion of this Order (the portion not terminated by the notice of termination), and such equitable adjustment shall be made in such amount, and upon such terms as may be agreed by the Parties.

Termination for Convenience. In addition to any other rights of Buyer shall have to cancel or terminate the right Order or any releases issued pursuant to the Order, Buyer may at its option immediately terminate this Contract hereunder, in whole all of any part of the Order or in partany releases issued pursuant to the Order for convenience, at any time, without cause, time and for any or no reason by providing giving written notice to Seller. If so Upon such termination for convenience, Buyer shall pay to Seller the following amounts without duplication: (i) the Order price for all Goods which have been completed in accordance with the Order and not previously paid for; and (ii) the actual direct costs of work in process and raw materials incurred by Seller in furnishing the Goods under the Order or any releases issued pursuant to the Order to the extent such costs are reasonable in amount and are properly allowable or apportionable, under generally accepted accounting principles, to the terminated portion of the Order or any releases issued pursuant to the Order; less, however, the reasonable value or cost (whichever is higher) of any Goods or materials used or sold by Seller with Buyer’ written consent, and the cost of any damaged or destroyed Goods or materials. Notwithstanding the foregoing, Buyer shall not be liable to pay for finished Goods, work in process or raw materials fabricated or processed by Seller in amounts in excess of those authorized in delivery releases (if required by the Order), for any undelivered Goods which are Seller’s standard stock or which are readily marketable, or for any finished Goods which remain undelivered after request by Buyer. Payments made under this provisionSection shall not exceed the aggregate price payable by ▇▇▇▇▇ for finished Goods which would be produced by Seller under delivery or release schedules outstanding at the date of termination. Except as provided in this Section, Buyer shall not be liable for any products delivered and shall not be required to make payments to Seller, directly or services initiated and/or performed after the effective date on account of termination. Seller shall have no claim against Buyer claims by Seller’s subcontractors, for services not performedloss of anticipated profit, anticipatory profits lostunabsorbed overhead, mobilization or indirect demobilization costs, interest on claims, product development and engineering costs, facilities and equipment, rearrangement cost or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such terminationrental, Seller shall: (i) Stop all work on the written effective date compression, unamortized depreciation costs, and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions general and administrative burden charges arising from termination of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interestOrder. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within Within sixty (60) days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer with sufficient supporting data to permit Buyer’s audit and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer or its agent shall have the termination.right to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Seller. Buyer, however, shall have no obligation to Seller if Buyer terminates its purchase obligations under the Order or any releases issued pursuant to the Order because of default by Seller. Payment under this Section shall constitute the only liability of Buyer in the event the Order is terminated.‌

Termination for Convenience. Buyer Without prejudice to any other provision of this Agreement, this Agreement may be terminated for convenience by either Party giving three (3) months notice in writing to the other Party. Should this option to terminate be exercised by the Authority, the Authority shall, subject to Clause 19.2, indemnify the Contractor from and against all and any actual loss unavoidably incurred by reason or in consequence of the termination provided that the Contractor takes all immediate and reasonable steps to: cancel all capital and recurring cost commitments; terminate all contracts with sub-contractors on the best possible terms; reduce labour and equipment costs through redeployment as appropriate; and take all other reasonable steps to mitigate its loss. Before the Authority agrees to pay any sum to the Contractor, the Contractor shall submit a fully itemised and costed list of such losses, with supporting evidence including such further evidence as the Authority may require, reasonably and actually incurred by the Supplier as a result of termination by the Authority for convenience. Under Clause 19.1, the Authority will not pay any sum which when taken together with any sums paid or due or becoming due to the Contractor under this Agreement, will exceed such total sums as would have been payable under this Agreement. Should the option to terminate this Agreement for convenience under Clause 19.1 be exercised by the Contractor, and the Authority then makes other arrangements for the provision of the Work Programme, the Authority may recover from the Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Work Programme Period provided that Authority shall take all reasonable steps to mitigate such additional expenditure. Termination for Contractor’s Default and Other Reasons The Authority may at any time and from time to time by notice in writing terminate this Agreement without liability to the Contractor for any damage, loss or expenses arising as a result of or in connection with such termination if: the Contractor is in Default under this Agreement and if: the Default is capable of remedy and the Contractor shall have failed to remedy the Default within 30 (thirty) days or such shorter period as the Authority may specify in a written notice sent by the Authority to the Contractor specifying the Default and requiring its remedy; or the Default is not capable of remedy; or Force Majeure, as defined in Clause 23, exists for more than 6 (six) months; Where any provision of this Agreement (other than as previously specified in the preceding provisions of this Clause 19) expressly entitles the Authority to terminate this Agreement. The Contractor shall be subject to the exercise of any powers conferred on the regulator by: sections 52 to 55 (failing NHS foundation trusts); or sections 56 and 57 (mergers), of the National Health Service ▇▇▇ ▇▇▇▇ provided that in respect of the exercise of powers conferred on the regulator by sections 56 and 57 of that Act such exercise impacts adversely and materially on the performance of this Agreement and the Authority exercises its right to terminate within six (6) months of the date of any authorisation made in accordance with those sections. Termination of this Contract hereunderAgreement by the Authority under Clauses 19.5 to 19.6 shall (at the option of the Authority) terminate this Agreement with immediate effect as from the date of service of the notice of that termination or from the expiry of a period specified by the Authority in that notice. Where the Authority terminates this Agreement pursuant to Clause 19.5 (except 19.5 (b)) or 19.6 and then makes other arrangements for the provision of the Work Programme, in whole the Authority may recover from the Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Work Programme Period provided that Authority shall take all reasonable steps to mitigate such additional expenditure. No further payments shall be payable by the Authority to the Contractor until the Authority has established the final cost of making those other arrangements. The costs of termination incurred by the Parties shall lie where they fall if the Authority terminates this Agreement for Force Majeure pursuant to Clause 19.5 (b). Consequences of Termination for Any Reason Termination of this Agreement, however caused, shall not: release the Contractor from any duty or in partobligation of confidence which falls on it, at any timeits servants, without causeagents, by providing written notice to Seller. If so terminated employees or former employees under this provisionAgreement or under the general law governing confidential information; prejudice or affect any rights, Buyer shall not be liable for any products delivered action, remedies or services initiated and/or performed after the effective date of termination. Seller obligations which shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed accrued before termination including the right of either Party to have been suffered by reason recover any amount outstanding at the time of such terminationtermination or expiry; affect any continuing rights, remedies or obligations under any provision of this Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry. Upon receiving notice Transition of Work On the expiry or termination of this Agreement the Contractor shall co-operate in the transfer, to any new contractor under arrangements notified to him by the Authority. Such co-operation may commence on the request of the Authority by way of exit planning required from the Contractor by the Authority before the expiry or termination of this Agreement. At the discretion of the Authority, the Contractor shall be reimbursed any reasonable cost incurred in respect of the transfer arrangements under Clause 21.1. Before the Authority agrees to pay any sum to the Contractor, the Contractor shall submit a fully itemised and costed list of such terminationcosts, Seller shall: (i) Stop all work on with supporting evidence including such further evidence as the written effective date Authority may require, reasonably and actually incurred by the Supplier as a result of the transfer arrangements.. Transfer of responsibility for facilities made available to the extent specified; (ii) Place no further contractsContractor shall be the subject of a mutually agreed inventory between the interested parties at the time of transfer. The transfer shall be arranged between the Authority and the Contractor so as to reduce to a minimum any interruption to the Work Programme. On expiry or termination of this Agreement the Contractor shall hand-over all files, agreementsrecords, documents, plans, drawings etc., howsoever generated under this Agreement, to the Authority or orders hereunder except as may person or persons designated by the Authority in an agreed format. The Contractor shall be necessary responsible for completing such portions ensuring that any computerised filing, recording, documenting, planning and drawing software systems utilised under this Agreement is transferred free of any charges to the Authority or person or persons designated by the Authority to facilitate a smooth hand-over of work at expiration or termination of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationAgreement.

Termination for Convenience. (a) Buyer shall have may, at its sole option, terminate the right to terminate this Contract hereunder, Document in whole or in part, at any time, without causefor its convenience, by providing written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Upon such termination Seller shall have no claim against Buyer for services not performed, anticipatory profits lostimmediately stop work under the Document, or indirect the terminated portion thereof, and shall place no further orders or consequential damages claimed incur no further cost chargeable to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and Buyer as to the extent specified; (ii) Place no further contractsterminated portions thereof except, agreementshowever, or orders hereunder except as may be to necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, action and orders costs to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all protect property in Seller's possession in which Buyer has or may acquire an interest. Buyer reserves Unless otherwise specified on the right face of the Document, to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunderthe extent not previously paid, Seller shall be deemed entitled to have relinquished its claimthe following payments, without duplication, in full settlement: (i) the order price for Goods completed and accepted by Buyer and Services rendered and accepted by Buyer; (ii) the actual costs incurred by Seller which are properly allocable or apportioned under standard United States generally accepted accounting practices, to the terminated portion of this order; (iii) reasonable expenses, if any, of Seller in making settlement under Seller's suborders and subcontracts, if any, but not including damages or loss of profit claims in either case; and (iv) such allowance for profit on work performed as may be reasonable under the circumstances; less any amounts obtained as the result of mitigation efforts as described below. In Payments under this Clause 5.1 shall in no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess exceed the applicable pro rata price of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date portion of the terminationDocument terminated less payments already made thereon. Seller will transfer title to and deliver on ▇▇▇▇▇'s instructions any property, materials and Goods and Services, the costs of which are reimbursed hereunder. (b) Seller will use its best efforts to mitigate such termination charges as directed or authorized by ▇▇▇▇▇, including and without limitation, (i) efforts to sell the Goods or materials and (ii) by using or returning to inventory, at cost, all items of the type carried in inventory by Seller or which are useable by Seller, and so credit Buyer therefor.

Termination for Convenience. Buyer shall have the right to (a) Purchaser may terminate this Contract hereunderorder, in whole or in part, at any time, without cause, time for its convenience by providing written notice to Seller. If so terminated under this provisionSeller in writing, Buyer shall not be liable for any products delivered or services initiated and/or performed after specifying the extent of the termination and the effective date date. On receipt by Seller of termination. such notice, Seller shall have no claim against Buyer for services not performedimmediately comply with Purchaser’s instructions and, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contractsspecified therein, agreementsstop work and the placement of subcontracts hereunder, or orders hereunder except as may be necessary for completing such portions of the terminate work as have not been terminated; (iii) Terminate all contracts, agreementsunder subcontracts outstanding hereunder, and orders take any action necessary to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all protect property in Seller’s possession in which Buyer has Purchaser or Purchaser’s customer have or may acquire an interest. Buyer reserves Within fifteen (15) days of receipt by Seller of such notice, Seller shall advise Purchaser of the right actions taken by Seller to verify claims hereunder comply with Purchaser’s instructions and Seller shall make available also notify Purchaser of its intent to Buyerfile a termination claim. In the event Purchaser terminates this order for any reason other than Default or Insolvency and Seller submits a termination claim, upon Purchaser shall pay to Seller the following: (i) amounts due for articles delivered and accepted or services completed in accordance herewith, and not therefore paid prior to the effective date of termination; (ii) actual work in process incurred by Seller if properly allocable or apportionable under generally accepted accounting principles and practices to the terminated portion of the order, including liabilities to subcontractors which are so allocable, excluding any and all costs of articles which can be diverted to other orders of Seller or retained by Seller for its own or future orders, and exclusive of any costs, attributable to Seller’s articles paid or to be paid under (i) above; (iii) a reasonable requestcancellation charge. Compensation to the Contractor shall be in accordance with part 49 of the Federal Acquisition Regulation in effect on the date of this contract. The total claim shall not exceed the order price and if it appears that the Seller would have sustained a loss on the entire order, all relevant books and records for inspection and audithad it been completed, an appropriate adjustment shall be made reducing the amount of the claim to reflect the indicated percentage of loss. If Should there be an overpayment by Purchaser to Seller fails to afford Buyer its rights hereunderas determined in accordance with (a) above, as the result of termination, Seller shall be deemed promptly reimburse Purchaser for all sums overpaid. (b) In order to have relinquished receive reimbursement for costs claimed under (a) above, Seller shall submit its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted claims within sixty thirty (6030) days from after the effective date of the termination. Failure to submit a claim (c) within the specified time period shall constitute a waiver thereof unless Seller requests in writing, prior to the expiration of such time period, that a time extension for filing its claim be granted by Purchaser. Any such extension, if granted, shall be effective only if authorized in writing by Purchaser. (d) Purchaser shall not be liable for claims of anticipatory profits.

Termination for Convenience. Buyer shall have the right to may terminate this Contract hereundera Purchase Order, in whole or in part, at any timetime and for any reason and without liability, without cause, by providing upon thirty (30) days prior written notice to Seller. If so terminated under this provisionSuch termination shall not constitute a default by Buyer. In such event, Seller shall immediately stop all work on such Purchase Order, and upon Buyer’s request, transfer title and deliver to Buyer all finished goods, work in process, and/or raw materials that Seller produced or acquired in connection with a Purchase Order. In the event that Buyer terminates for convenience, Buyer shall reimburse or pay to Seller: (i) the Purchase Order price for all finished and conforming Products delivered to Buyer, and (ii) Seller’s reasonable actual cost of work in process or raw materials which Seller produced or acquired in connection with a Purchase Order, and which Seller cannot be liable for any products delivered or services initiated and/or performed reasonably use in its operations within ninety (90) days after the effective date of terminationthat Buyer terminates. Seller shall have no furnish to Buyer any claim against Buyer for services not performed, anticipatory profits lostreimbursement of such costs along with supporting documentation within thirty (30) days after termination, or indirect or consequential damages claimed to have been suffered by reason of any such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller claim shall be deemed to have relinquished its claimbeen waived. In no event Buyer’s obligation to Seller on termination, if any, shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess limited to the express provisions of the total Contract pricethis Agreement. Seller’s warranty, intellectual property, confidentiality, and related obligations under this Agreement shall survive Buyer’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationfor convenience.

Termination for Convenience.  In addition to any other rights of Buyer shall have to cancel or terminate the right to Purchase Order, Buyer may terminate this Contract hereunder, in whole all or in part, any part of the Purchase Order at any time, without cause, time and for any reason by providing giving written notice to Seller. If so  Upon receipt of such notice, Seller shall immediately stop work on the Purchase Order or the terminated under this provisionportion thereof, and notify any subcontractors to do likewise. Buyer shall pay to Seller the Purchase Order price for all goods or services that have been completed in accordance with the Purchase Order and not previously paid for.  Where articles or materials are to be specifically manufactured for Buyer hereunder and where Seller is not in default, an equitable adjustment shall be made to cover Seller's actual cost, excluding profit, for work-in-process and raw materials as of the date of termination, to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of the Purchase Order.  Buyer will not be liable for any products delivered charges or services initiated and/or performed expenses incurred by Seller in advance of the normal lead time necessary to meet scheduled delivery dates nor for any expenses, charges or liability incurred subsequent to the giving of notice of cancellation.  Buyer will make no payments for finished goods, work-in-process, or raw materials in amounts in excess of those authorized by Buyer or for any undelivered goods which are in Seller's standard stock or which are readily marketable.  Seller must submit any claim to Buyer within thirty (30) days after the effective date of terminationtermination or that claim will be waived. Payments made to Seller shall have no claim against under this Paragraph 10 represent the sole responsibility of Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason in case of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions cancellation of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder Purchase Order and Seller shall make available agrees not to Buyercharge any other costs, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails expenses or fees to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall nor will Buyer be liable for lost any other costs, expenses, losses or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess fees arising out of the total Contract price. Seller’s cancellation or termination claim shall be submitted within sixty (60) days from the effective date of the terminationPurchase Order under this Paragraph 10.  Buyer has relied upon Seller's agreement to manufacture the goods or provide the services at the price and on the terms stated in the Purchase Order to allow Buyer to fulfill its contract to sell to Buyer’s Customer the products that incorporate the goods or services. Consequently, Seller may not terminate the Purchase Order before expiration, unless for good cause under mandatory laws. Seller expressly agrees to Section 10.

Termination for Convenience. Buyer shall have the right to may terminate this Contract hereunder, in whole or in part, at any time, without cause, by providing upon ten (10) days advance written notice to SellerSupplier. Upon such notice, Supplier shall not make new commitments for any additional raw materials, inventory or services related to the Products under this Con tract without the prior written approval of Buyer. Buyer shall pay Supplier for raw materials unique to the Products, work-in-process and finished goods in inventory for the Products authorized under a firm release from Buyer that are useable and in a merchantable condition (“Inventory”) remaining in Supplier’s possession on the termination date, after receipt of payment for such Inventory from Buyer’s customer and delivery of such Inventory to Buyer. The purchase price for the Inventory, which shall be Supplier’s sole and exclusive recovery from Buyer on account of termination for convenience, will be (a) the contract price for all Products that have been completed in accordance with this Contract as of the termination date not previously paid for, plus ( b) the actual documented costs of work in process and raw materials incurred by Supplier in furnishing the Products to the extent such costs are reasonable in amount and are properly apportionable under generally accepted accounting principles to the terminated portion of thi s Contract, less (c) the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Supplier with Buyer’s written consent. If so terminated under this provisionBuyer’s customer is unreasonably delayed in making payment for Inventory, Buyer shall negotiate with Supplier a good faith settlement. In no event will Buyer be required to pay for Inventory that Supplier fabricates or procures in amounts that exceed amounts authorized in Buyer’s firm delivery releases nor will Buyer be required to pay for an y goods or materials that are in Supplier’s standard stock or that are readily marketable. Buyer shall not be liable for any products delivered special, punitive, indirect, inci dental, or services initiated and/or performed consequential damages, including, without limitation, lost profits, loss of revenue, or cost of capital. Payments made under this Section will not exceed the aggregate price for finished goods that would be produced by Supplier under firm delivery releases outstanding on the date of termination. Within sixty (6 0) days after the effective date of termination. Seller , Supplier shall have no submit a comprehensive termination claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable requestwith sufficient supporting data to permit an audit b y Buyer, all relevant books and records for inspection will thereafter promptly furnish any supplemental and audit. If Seller fails to afford supporting information Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationreasonably requests .

Termination for Convenience. Buyer shall have The performance of work under the right to terminate this Contract hereunderAgreement may be terminated, in whole or in part, at any timeby the Awarding Entity whenever it determines that such termination or suspension is in the best interest of the Awarding Entity. Termination of work hereunder shall be effected by delivery to the recipient/subrecipient/subgrantee of a Notice of Termination specifying the extent to which performance of work under the Agreement is terminated and the date upon which such termination becomes effective. In no instance shall a termination for convenience be effective in less than ten (10) working days after receipt of notice thereof. Following receipt of the Notice of Termination, without causethe recipient/subrecipient/ subgrantee shall cancel outstanding commitments covering the procurement or rental of materials, by providing written notice supplies, equipment and miscellaneous items. In addition, the recipient/subrecipient/subgrantee shall exercise all reasonable diligence to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered accomplish the cancellation or diversion of outstanding commitments covering personal services initiated and/or performed after that extend beyond the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders termination to the extent that they may relate to portions the performance of any work terminated by the work that have been terminatednotice. With respect to such cancelled commitments, the recipient/subrecipient/subgrantee agrees to: (a) settle all outstanding liabilities and all claims arising out of such cancellation of commitments; or ratify all such settlements; and (ivb) Protect all property in which Buyer has or may acquire an interest. Buyer reserves assign to the right Awarding Entity, at the time and to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable requestthe extent directed by the Awarding Entity, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date rights, title, and interest of the terminationrecipient/subrecipient/subgrantee under the orders and subcontracts so terminated. The Awarding Entity shall have the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.

Termination for Convenience. Buyer shall have the right to terminate this Contract hereunder, in whole or in partOwner, at any time, without causemay terminate this Agreement for its own convenience. Any such termination shall be effected by delivering to Construction Manager a notice of termination specifying the date upon which such termination shall become effective and any specific portion of the Work to be completed by Construction Manager prior to such termination. Upon receipt of any notice of termination, by providing written notice to Seller. If so terminated Construction Manager shall: 26.2.1 Stop all Work under this provisionAgreement on the date, Buyer shall not and to the extent specified, in the notice of termination; 26.2.2 Not enter into any further Subcontracts; 26.2.3 Unless directed otherwise by Owner, terminate all Subcontracts entered into by Construction Manager in connection with the Work to the extent that they relate to portions of the Work to be liable for any products delivered or services initiated and/or performed after subsequent to the date set forth in the notice of termination as the effective date of termination. Seller . 26.2.4 At Owner’s option, promptly assign to Owner, or such other contractor as Owner may direct, at the times and to the extent directed by Owner, all of the right, title and interest of Construction Manager under any or all Subcontracts entered into by Construction Manager in connection with the Work, in which case, Owner or such other contractor engaged by Owner, as the case may be, shall assume all of Construction Manager’s liabilities and obligations under such Subcontracts arising from and after the date of such assignment and shall have the right, in its sole discretion, to enforce the terms of any Subcontract so assumed against such Subcontractor in respect of any liability of such Subcontractor to Construction Manager or to Owner arising out of portions of the Work performed or required to be performed by such Subcontractor pursuant to its Subcontract with Construction Manager prior to its assignment to Owner; 26.2.5 To the extent Owner directs, use its best efforts to settle, at Owner’s sole cost and expense and at no claim against Buyer cost to Construction Manager, all outstanding liabilities and all claims arising out of such termination of Subcontracts, which approval by Owner shall be final for services all the purposes of this Section; 26.2.6 Transfer, to the extent not performedalready vested in Owner, anticipatory profits losttitle to Owner for all fabricated parts, Work in process, completed Work, supplies, and other material and equipment produced as a part of, or indirect acquired in connection with the performance of, the Work terminated by such notice of termination; and the completed or consequential damages claimed to partially completed Drawings and Specifications and other drawings, sketches, specifications, shop drawings, information and other property which, if this Agreement had not been terminated, would have been suffered required to be furnished to Owner; 26.2.7 If requested by reason Owner, and at Owner’s sole cost and expense, use its best efforts to sell, in the manner, at the times, to the extent, and at the price or prices directed or authorized by Owner, any property of the types referred to in this Agreement provided however, that Construction Manager shall not be required to extend credit to any purchaser, and may acquire any such property under the conditions prescribed, and at a price or prices approved, by Owner; and provided, further, that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by Owner to Construction Manager under this Agreement or shall otherwise be credited to the Cost of the Work or paid in such other manner as Owner may direct; 26.2.8 Complete performance of such part of the Work as shall have been specified in the notice of termination to be completed by Construction Manager prior to the effective date of such termination. Upon receiving notice ; and 26.2.9 Prior to the effective date of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except take such action as may be necessary necessary, or as Owner may direct, for completing such portions the protection and preservation of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders property related to the extent that they may relate to portions Work and/or the Project which is in the possession of the work that have been terminated; and (iv) Protect all property Construction Manager and in which Buyer Owner has or may acquire an interest. Buyer reserves , the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller cost of which shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess considered as a part of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date Cost of the terminationWork.

Termination for Convenience. Buyer shall have In addition to the COUNTY’S right to terminate for cause set forth in Section 7.1, COUNTY may suspend or terminate this Contract hereunder, in whole or in part, at CONTRACT for any time, without cause, reason by providing giving thirty (30) days prior written notice to Sellerthe other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued. In the event that this CONTRACT is terminated, SUBRECIPIENT may be required to return funds according to HUD regulations. Upon termination of this CONTRACT, SUBRECIPIENT must immediately provide COUNTY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to the CDBG FUNDS granted to SUBRECIPIENT pursuant to this CONTRACT. a. Upon termination, CITY will: 1. If so terminated under termination is for convenience, be reimbursed for all documented allowable costs and expenses incurred in connection with the PROGRAM up to the date of such termination. COUNTY shall be obligated to compensate CITY only for allowable costs and expenses as determined by an audit or other monitoring method; 2. Turn over to COUNTY immediately any and all copies of studies, reports and other data, whether or not completed, prepared by CITY or its subcontractors, if any, in connection with this provisionCONTRACT. Such materials shall become property of COUNTY. CITY, Buyer however, shall not be liable to COUNTY for any products delivered COUNTY’S use of incomplete materials or services initiated and/or performed after for COUNTY’S use of completed documents if used for reasons not otherwise provided for or contemplated under the effective date terms of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminatedthis CONTRACT; and (iv) Protect all property in which Buyer has or may acquire an interest3. Buyer reserves Transfer to the right COUNTY any CDBG Funds on hand and any accounts receivable attributable to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and auditthe use of the CDBG Funds. If Seller fails to afford Buyer its rights hereunder, Seller All assets acquired with the CDBG Funds shall be deemed returned to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess the COUNTY unless otherwise negotiated by separate contract per the provisions of the total Contract price. Seller’s COUNTY CDBG REALLOCATION GUIDELINES. b. Upon termination claim shall be submitted within sixty (60) days from of this CONTRACT, CITY will immediately provide COUNTY access to all documents, records, payroll, minutes of meetings, correspondence, and all other data pertaining to the effective date of the terminationCDBG Funds.

Termination for Convenience. (a) Buyer shall have the right to may terminate work under this Contract hereunder, purchase order in whole or from time to time in part, at any time, without cause, by providing giving written notice to Seller specifying the extent to which performance of work is terminated, and the time of which such termination becomes effective. (b) After receipt of such notice and except as otherwise directed by Buyer, Seller shall stop work under this order to the extent specified in the notice of termination (c) Within thirty (30) days after receipt of the notice of termination, Seller shall submit to Buyer its written termination claim (as specified in this Section 13). Failure of Seller to submit its termination claim as provided herein shall constitute an unconditional and absolute waiver by Seller of any claim arising from the Buyer's notice of termination. (d) Seller shall reasonably assess costs for raw materials, work in process and sub-assemblies as may be included within its termination claim to determine whether or not such items may be used by Seller for the manufacture of associated products or diverted for any other purpose and to correspondingly reduce its termination claim by the value of such items when settlement has been made. Title to any of such items determined not usable by Seller and charged to Buyer in the termination claim shall vest in Buyer upon payment of the claim and shall forthwith be delivered to Buyer. (e) Seller's termination claim shall consist solely of the following: (1) Completed products accepted by Buyer and not theretofore paid for the sum determined by multiplying the number of such products by the unit price therefor as specified in this order, and (2) The total of (i) the cost of work in process, not to exceed the amount previously placed on firm release by Buyer, and (ii) a reasonable rate of profit thereon, not to exceed the rate used in establishing the original purchase price provided, however, if it appears that Seller would have sustained a loss on the entire purchase order had it been completed no profit shall be included or allowed and an appropriate adjustment shall be made reducing the amount of settlement to reflect the indicated rate of loss. If so The total sum to be paid to Seller under subparagraph (e) (1) and (2) above, shall not exceed the total order price reduced by the amount of payments otherwise made and as further reduced by the price work not terminated under this provisionorder. (f) In no event shall Seller be entitled to incidental or consequential damages, Buyer shall not be liable for any products delivered anticipated or services initiated and/or performed after the effective date projected profits, costs of termination. Seller shall have no claim against Buyer for services not performedpreparing claims, anticipatory profits lostattorney's fees, costs of tooling or equipment of sales, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall:agent's commissions on the terminated quantity. (ig) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, Buyer upon its reasonable request, all relevant books books, records, inventories and records facilities for its inspection and audit. If In the event Seller fails to reasonably afford Buyer its rights hereunder, then Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess claim asserted under the provisions of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the terminationthis clause.

Termination for Convenience. Buyer shall 3.1. Customer shall, in addition to its rights to cancel this Agreement for default, have the right to terminate this Contract hereunder, Agreement and/or any Order(s) in whole or in part, part for its convenience at any time, without cause, time by providing giving Supplier at least thirty (30) days written notice of termination specifying the extent to Sellerwhich the Agreement and/or any Order(s) is (are) terminated and the date upon which such termination becomes effective. 3.2. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon After receiving notice of such terminationtermination and except as otherwise directed by Customer, Seller Supplier shall: : (i1) Stop all work under the Agreement and/or any Order(s) on the written effective date and to the extent specified; ; (ii2) Place no further contracts, agreements, or orders hereunder contracts except as may be necessary for completing such portions of the work Agreement and/or any Order(s) as have not been terminated; ; (iii3) Terminate all contracts, agreements, and orders contracts to the extent that they may relate to portions of the work that have been Agreement and/or any Order(s) terminated; and and (iv4) Protect all property Take such action as may be necessary or as Customer may direct to protect and preserve Product which is in Supplier's possession and in which Buyer Customer has or may acquire an interest. 3.3. Buyer reserves At the right time of termination and to verify claims hereunder and Seller shall make available to Buyerthe extent of the termination, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller the parties shall be deemed released from any and all obligations under this Agreement provided that Supplier shall be paid for Product(s) accepted prior to have relinquished its claimthe date of termination less any amounts previously prepaid. In no event Supplier agrees that a termination under this Article shall Buyer not constitute a breach of or [*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. default under this Agreement by Customer and that the payments to Supplier as provided in this Article shall constitute full payment of all claims by Supplier against Customer arising from a termination. 3.4. Except to the extent of expenses incurred at the express request of Customer, Customer shall not be liable to Supplier for lost expenses, damages or losses of any kind including incidental and consequential damages, loss, anticipated profitsprofit, or unabsorbed indirect costs or overhead, overheads or for any sum in excess other losses or claims whatsoever on account of the total Contract priceor arising out of termination. 3.5. Seller’s Except as set forth above. termination claim shall not affect either Customer's or Supplier's pre-termination obligations hereunder and shall be submitted within sixty (60) days from without prejudice to enforcement of any undischarged obligations existing at the effective date time of the termination.

Termination for Convenience. In addition to any other rights of Buyer shall have the right to terminate this Contract, Buyer may, at its option, terminate all or any part of this Contract hereunder, before the expiration date set forth in whole or in partthis Contract, at any time, without causetime and for any reason, by providing giving written notice to Seller. If so terminated In the event Buyer exercises its right to terminate for convenience under this provisionSection, Buyer shall will pay to Seller only the following amounts, without duplication: (a) the contract price for all goods and services that have been completed in accordance with this Contract and not previously paid for; and (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the goods or services under this Contract, to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this Contract; less, however, the sum of the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with Buyer’s written consent and the cost of any damaged or destroyed goods or material. Seller will promptly make available for delivery to Buyer, as specified by ▇▇▇▇▇, any goods completed but not delivered as of the time of ▇▇▇▇▇’s termination hereunder. Any request for payment submitted to Buyer under this Section must include sufficient supporting data to permit an audit by Buyer, including, without limitation, such supplemental and supporting information as Buyer may request. Any request for payment under this Section must be in writing and include, without limitation, a statement setting forth the contract price for the goods or services, invoices reflecting the actual cost of work-in-process and raw materials, the basis for the allocation of such costs to the terminated portion of this Contract, and any other supporting documentation reasonably requested by Buyer. Any amount otherwise due to Seller pursuant to this Section will be reduced by any amount owed by Seller to Buyer under this Contract or otherwise. Any payment under this Section will not be deemed a waiver of any of Buyer's other rights arising under this Contract or applicable law. Notwithstanding any other provision of this Contract, Buyer will make no payments under this Section for finished goods, services, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in Buyer’s delivery schedules or any undelivered goods that are in Seller’s standard stock or that are readily marketable. Further, any payments made under this Section will not exceed the aggregate price payable by Buyer for finished goods or services that would have been produced or performed by Seller under ▇▇▇▇▇’s delivery schedules outstanding at the date of termination. Except as expressly provided in this Section, Buyer will not be liable for any products delivered and will not be required to make payments to Seller, directly or services initiated and/or performed after the effective date on account of termination. Seller shall have no claim against Buyer claims by Seller’s subcontractors, for services not performedloss of anticipated profit, anticipatory profits lostoverhead, interest on claims, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or indirect or consequential damages claimed to have been suffered by reason general and administrative burden charges from termination of such terminationthis Contract. Upon receiving notice of such termination, Seller shall: (i) Stop all work on The payment specified in this Section is the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s sole remedy for termination claim shall be submitted within sixty (60) days from the effective date of the terminationthis Contract under this Section.

Termination for Convenience. (a) In addition to any other rights of Buyer shall have the right to cancel or terminate this Contract hereunderOrder, in whole or in partBuyer may, at its option and in good faith , immediately terminate all or any time, without cause, part of this Order at any time by providing giving written notice to Seller. If so terminated under , notwithstanding the existence of any event of force majeure as defined in this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after the effective date Order. (b) Upon receipt of notice of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered and unless otherwise directed by reason of such termination. Upon receiving notice of such termination▇▇▇▇▇, Seller shall: will (i) Stop terminate promptly all work on the written effective date and to the extent specified; under this Order; (ii) Place no further contractstransfer title and deliver to Buyer the finished Supplies, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have in process, and the parts and materials that Seller produced or acquired in accordance with the terms and conditions of this Order and which Seller cannot been terminated; use in producing goods for itself or for others; (iii) Terminate all contracts, agreements, verify and orders to settle any claims by subcontractors for actual costs made unrecoverable by the extent that they may relate to portions termination and ensure the recovery of the work that have been terminatedmaterials in subcontractor's possession; and (iv) Protect all take actions reasonably necessary to protect property in Seller's possession in which Buyer has or may acquire an interestinterest until disposal instruction from Buyer has been received; and (v) upon Buyer's reasonable request, cooperate with Buyer in transferring the production of the Supplies to a different supplier. (c) Upon termination by Buyer under this Section, ▇▇▇▇▇'s obligation to Seller will be limited solely to the following: (i) the Order price for all finished Supplies that conform to the requirements of this Order and were not previously paid for; and (ii) Seller's reasonable actual cost of work-in-process and the parts and materials transferred to Buyer in accordance with subsection (b)(ii) above. NOTWITHSTANDING ANYTHING TO THE CONTRARY, BUYER SHALL HAVE NO OBLIGATION FOR AND SHALL NOT BE REQUIRED TO MAKE PAYMENTS TO SELLER, DIRECTLY OR ON ACCOUNT OF CLAIMS BY SELLER'S SUBCONTRACTORS, FOR LOSS OF ANTICIPATED PROFIT, UNABSORBED OVERHEAD, INTEREST ON CLAIMS, PRODUCT DEVELOPMENT AND ENGINEERING COSTS, TOOLING, FACILITIES AND EQUIPMENT REARRANGEMENT COSTS OR RENTAL, UNAMORTIZED DEPRECIATION COSTS, FINISHED GOODS, WORK-IN- PROCESS OR RAW MATERIALS THAT SELLER FABRICATES OR PROCURES IN AMOUNTS THAT EXCEED THOSE AUTHORIZED IN THE MATERIAL AUTHORIZATION RELEASES, AND GENERAL ADMINISTRATIVE BURDEN CHARGES FROM TERMINATION OF THIS ORDER, UNLESS OTHERWISE EXPRESSLY AGREED TO ON THE FACE OF THE PURCHASE ORDER OR IN A DOCUMENT INCORPORATED INTO THE ORDER. (d) ▇▇▇▇▇'s obligation upon termination under this Section shall not exceed the obligation Buyer reserves would have had to Seller in the right to verify claims hereunder and absence of termination. (e) Seller shall make available will furnish to Buyer, upon within thirty (30) days after the date of termination (or such shorter period as may be required by Buyer's Customer), its reasonable requesttermination claim, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller which shall be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess consist exclusively of the total Contract priceitems of Buyer's obligation to Seller that are listed in subsection 16 (c) above. Buyer may audit Seller’s 's records before or after payment to verify amounts requested in Seller's termination claim shall be submitted within sixty claim. (60f) days from Buyer will not have any obligation to make payments to Seller under this section 16 if Buyer terminates Buyer's obligations under the effective date Order because of the terminationa default or breach by Seller.

Termination for Convenience. Buyer shall have the right to ▇. ▇▇▇▇▇ may terminate this Contract any Release placed hereunder, in whole or in part, at any timetime for its sole convenience by giving written notice of termination to Seller. Upon ▇▇▇▇▇▇'s receipt of such notice, without causeSeller shall, by providing unless otherwise specified in such notice, immediately stop all work hereunder, give prompt written notice to Sellerand cause all of its vendors or subcontractors to cease all related work and, at the request of Buyer, return any materials provided to Seller by Buyer. If so terminated under B. There shall be no charges for termination of orders for standard Items or for Services not yet provided. Buyer will be responsible for payment of authorized Services and Items already provided by Seller but not yet invoiced. Paragraphs C through E of this provisionSection 5 shall govern Buyer's payment obligation for Custom Items. Notwithstanding anything to the contrary, Buyer Seller shall not be liable compensated in any way for any products work done after receipt of Buyer's notice, nor for any costs incurred by Seller's vendors or subcontractors after Seller receives the notice, nor for any costs Seller could reasonably have avoided, nor for any indirect overhead and administrative charges or profit of Seller. ---------- *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed separately. 4 <PAGE> C. Any claim for termination charges for Custom Items must be submitted to Buyer in writing within * * * (* * *) days after receipt of Buyer's termination notice along with a summary of all mitigation efforts. ▇. ▇▇▇▇▇▇'s claim may include the net cost of custom work in process scheduled to be delivered or services initiated and/or performed after within * * * (* * *) days and which must be scrapped due to the effective date of terminationcancellation. Seller shall have no claim against Buyer for services not performedshall, anticipatory profits lostwherever possible, or indirect or consequential damages claimed place such custom work in process in its inventory and sell it to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claimother customers. In no event shall Buyer be liable such claim exceed the following cancellation schedule for lost or anticipated profitsEquipment . * * * Upon payment of Seller's claim, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim ▇▇▇▇▇ shall be submitted within sixty (60) days from the effective date of the terminationentitled to all such work and materials paid for.

Termination for Convenience. Buyer shall have After the right sixth (6th) Billing Year, Purchaser may, in its sole discretion, terminate this Agreement at Purchaser’s convenience. If Purchaser elects to terminate this Contract hereunderAgreement for its convenience, in whole or in part, at any time, without cause, by providing written notice Purchaser shall provide Seller Notice of such determination and the termination date shall be ninety (90) Days following Purchaser’s delivery of such Notice to Seller. The Parties shall continue to perform their respective obligations during such ninety (90) Day period. If so terminated under Purchaser terminates this provisionAgreement pursuant to this Section 12.5(d), Buyer Purchaser shall not be liable for any products delivered or services initiated and/or performed after obligated to pay to Seller, as the effective date sole and exclusive remedy of termination. Seller shall have no claim against Buyer for services not performedSeller, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on if Purchaser elects to have Seller remove the written effective date and System, the reasonably incurred actual costs of Decommissioning, if any, subject to the extent specified; Cost Substantiation, plus (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary for completing such portions the Fair Market Value of the work System, as have not been terminated; determined by appraisal in accordance with Section 7.4(b). For purposes of such appraisal, the Fair Market Value is to be calculated as the net present value (iiiusing a discount rate to be determined by the appraiser conducting such Fair Market Value appraisal) Terminate all contractsof the income stream expected to be received by Seller from Purchaser hereunder arising fromthe operation of the System for the remaining Term (had the Term remained effective for the full Initial Term or Extended Term, agreementsas applicable), including the expected Output based on historical Output (and taking into account System degradation), the Contract Price, and orders to factoring in future costs and expenses associated with the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and auditSystem. If Seller fails this Agreement is terminated at Purchaser’s convenience pursuant to afford Buyer its rights hereunderthis Section 12.5(d), Seller may, at its discretion, relocate the System to a newsite at Purchaser’s reasonable expense, and enter into a newcontract with a new party for the sale of electricity, and if such relocation and contract is entered into within ninety (90) days of termination of this Agreement, the payment owed by Purchaser pursuant to this Section 12.5(d) shall be deemed reduced to have relinquished its claim. In account for the net present value of payments that are expected to be received under the new contract; provided, however, in no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess the System relocation expense exceed the net present value of the total Contract priceexpected payments under the new contract. Seller’s termination claim shall be submitted In the event Seller chooses not to undertake such relocation and new contract does not occur within sixty ninety (6090) days from the effective date of termination of this Agreement, title and ownership of the terminationSystem and the associated property shall transfer to Purchaser “as is, where is, with all faults” in accordance with Section 7.4(c) at no additional cost or expense of Purchaser (other than payment of the amount payable in accordance with this Section 12.5(d)), unless Purchaser elects, in its sole discretion, not to acquireownership of the System, whereupon Seller shall remove the Systemin accordance with Section 8.1.

Termination for Convenience. Buyer shall have 14.1 HCG may terminate all or any portion of the right work to terminate be performed pursuant to this Contract hereunder, in whole or in part, at any time, without cause, by providing upon five (5) days written notice to SellerContractor. If so terminated under this provisionHCG shall pay Contractor, Buyer shall not be liable for any products delivered or services initiated and/or performed after in the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice event of such termination, Seller shall: (i) Stop termination liability equaling all costs expended by Contractor for all work on the written effective date and done up to the extent specified; (ii) Place no further contractsdate of termination, agreementssettlements with subcontractors for work performed prior to termination, and Contractor's costs related to termination which would not otherwise have been incurred plus a **** profit or orders hereunder except as may be necessary for completing such portions other profit rate designated in writing by the Chief Financial Officer of the work as have not been terminated; ▇▇▇▇▇▇ Space and Telecommunications Company (iiior then existing equivalent) Terminate all contracts, agreements, for the applicable termination costs and orders charges less amounts previously paid by HCG to Contractor pursuant to the extent that they may relate to portions of the work that have been terminated; and (iv) Protect all property in which Buyer has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claimPayment Article. In no event shall Buyer be liable for lost or anticipated profitsthe termination liability exceed the Contract price defined in Article 4 herein. 14.2 In the event of termination by HCG hereunder, or unabsorbed indirect costs or overheadall tangible work in process inventories generated under this Contract, or for any sum in excess with respect to the terminated work, shall become the property of the total Contract priceHCG. Seller’s termination claim HCG shall be submitted direct disposition of such property within sixty (60) days from the effective date of termination. Final acceptance and transfer of title for all tangible work in process inventories to be delivered to the Buyer in the event of termination shall be the subject of separate negotiations between Buyer and Contractor. The expense of disposition shall be borne by HCG. 14.3 In the event of partial termination, the Parties shall, by negotiation, equitably re-price the unterminated goods and services, and the Contract price shall be adjusted accordingly. 14.4 In the event that the Contractor identifies an alternate use (i.e. sale to third Parties and/or internal utilization) for any Hardware affected by a termination under this Article 14, the Contractor shall submit a proposal to HCG, which, at a minimum, defines i) the applicable Hardware; ii) the intended use of the Hardware; iii) the original acquisition cost/value of the applicable Hardware, as available; and iv) the sale/transfer payment(s) to be received by HCG. HCG, at its sole option, may accept or reject the proposal submitted by Contractor. In the event that HCG accepts the proposal submitted by Contractor, payment by Contractor to HCG of the agreed upon payment value shall occur within thirty (30) days of the sale/transfer of the applicable Hardware, or such other payment period as mutually accepted between the Parties. If the Contractors proposal is rejected by HCG, HCG shall retain Title to the applicable Hardware.

Termination for Convenience. Buyer A. Upon receipt of written notice to CM@Risk, City may, at its discretion and without cause, elect to terminate this Agreement. In such event, City shall pay CM@Risk only the direct value of its completed Work and materials supplied as of the date of termination and the reasonable costs and expenses attributable to such termination. CM@Risk shall be entitled to profit and overhead on completed Work only, but shall not be entitled to anticipated profit or anticipated overhead. B. If the City suspends the Work for 181 consecutive Days or more, such suspension shall be deemed a termination for convenience. C. Upon such termination, the CM@Risk shall proceed with the following obligations: 1. Stop Work as specified in the notice; 2. Place no further subcontracts or orders; 3. Terminate all subcontracts to the extent they relate to the Work terminated; 4. Assign to the City all right, title and interest of the CM@Risk under the subcontracts terminated, in which case the City shall have the right to terminate this Contract hereunder, in whole settle or in part, at to pay any time, without cause, by providing written notice to Sellertermination settlement proposal arising out of those terminations; and 5. If so terminated under this provision, Buyer shall not be liable for Take any products delivered or services initiated and/or performed after the effective date of termination. Seller shall have no claim against Buyer for services not performed, anticipatory profits lost, or indirect or consequential damages claimed to have been suffered by reason of such termination. Upon receiving notice of such termination, Seller shall: (i) Stop all work on the written effective date and to the extent specified; (ii) Place no further contracts, agreements, or orders hereunder except as action that may be necessary for completing such portions the protection and preservation of the work as have not been terminated; (iii) Terminate all contracts, agreements, and orders property related to the extent Contract that they may relate to portions is in the possession of the work that have been terminated; and (iv) Protect all property in CM@Risk and which Buyer the City has or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller . D. The CM@Risk shall make available to Buyer, upon its reasonable request, all relevant books and records for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall be deemed to have relinquished its claim. In submit complete termination inventory schedules no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days later than 120 Days from the effective date of the notice of termination. E. The City shall pay CM@Risk the following: 1. The direct value of its completed Work and materials supplied as of the date of termination; and 2. The reasonable costs and expenses attributable to such termination. F. CM@Risk shall be entitled to profit and overhead on completed Work only, but shall not be entitled to anticipated profit or anticipated overhead. If it appears the G. CM@Risk would have sustained a loss on the entire Work had it been completed, the CM@Risk shall not be allowed profit and the City shall reduce the settlement to reflect the indicated rate of loss.

Termination for Convenience. Buyer shall have the right to SAIC may, at any time, terminate this Contract hereunderAgreement, in whole or in part, at for any time, reason and for its convenience and without cause, by providing giving ViaSat at least sixty (60) days prior written notice to Seller. If so terminated under this provision, Buyer shall not be liable for any products delivered or services initiated and/or performed after designating the effective date of termination. Seller If a purported termination for cause by SAIC under Section 17.1 is determined not to be properly a termination for cause, then such termination by SAIC shall have no claim against Buyer be deemed to be termination for services not performedconvenience under this Section 17.3. In the event of ViaSat being terminated in whole or in part for SAIC's convenience, anticipatory profits lostViaSat shall invoice SAIC and SAIC shall pay to ViaSat, on or indirect or consequential damages claimed to have been suffered by reason before the date of such termination. Upon receiving notice termination of such terminationthis Agreement, Seller shallthe following: (i) Stop all work on The price for the written effective date and Services rendered prior to the extent specified;termination date, as set forth in Schedule C or (where relevant) Schedule C-1, which have not been paid for. (ii) Place no further contracts, agreements, or orders hereunder except as may be necessary The price for completing such portions of Product delivered prior to the work as have termination date for which payment has not been terminated;received. (iii) Terminate The price as set forth in Schedule C for all contractsProduct scheduled for delivery within the twelve (12) calendar week period starting on the date of receipt of notice of a termination for convenience; provided that payment for any such Product shall become due only upon delivery of such Product, agreements, and orders even with respect to Product scheduled for delivery following the extent that they may relate to portions of the work that have been terminated; andtermination date. (iv) Protect all property A restocking fee *** set forth on Schedule C for any Product that is cancelled by such termination for convenience, and was *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. scheduled for delivery after the twelve (12) calendar week period starting on the date of receipt of a notice of termination for convenience. (v) For any Satellite Network Services cancelled, a charge for the balance of the month in which Buyer has the service was cancelled plus 30 days. (vi) For cancellation of any contract for satellite band-width, the balance owed under the current annual contract or may acquire an interest. Buyer reserves the right to verify claims hereunder and Seller shall make available to Buyer, upon its reasonable request, all relevant books and records best negotiated amount that ViaSat can achieve with the band-width provider. (vii) Administrative costs for inspection and audit. If Seller fails to afford Buyer its rights hereunder, Seller shall contract termination will be deemed to have relinquished its claim. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days from the effective date of the termination.***