Common use of Termination for Default Clause in Contracts

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with ▇▇▇▇▇’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The ▇▇▇▇▇’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Sellerthe Seller fails to: • fails to (i) deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Contract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, Seller further agrees to protect and preserve property in the possession of Seller in which Buyer may, at its option has an interest. Payment for completed goods delivered to and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If accepted by Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. Buyer mayA. Subject to paragraphs C and D below, without liability, and in addition to any other rights or remedies provided herein or by law, ▇▇▇▇▇ may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order; • fails Order or any extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Order or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Order and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase similar Supplies and considers appropriate, Products or Services from others similar to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those Products or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at Seller’s cost. C. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted Products or Services were obtainable from other sources in sufficient time for Seller to meet the required delivery schedule. D. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed Products, and (2) partially completed Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has an interest. ▇. ▇▇▇▇▇ shall pay the Order price for completed Products delivered or Services performed and Accepted. Seller and ▇▇▇▇▇ shall agree on the amount of payment for manufacturing materials delivered and Accepted and for the protection and preservation of the property. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. G. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. (a) Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if to Seller: • , terminate the whole or any part of this Order in any one of the following circumstances: (i) Seller fails to deliver make delivery of the Supplies goods or to perform the services within the time specified in herein or any extension thereof; or (ii) Seller fails to perform any of the other provisions of this Order; • Order or so fails to make sufficient progress as to endanger performance of this Order in accordance with its terms, and in either of the workcircumstances 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; (iii) Seller becomes insolvent 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 (iv) Seller fails to provide Buyer, thereby endangering completion of performance in writing, within the time specified; or • fails to comply or fails to perform in accordance with the provisions specified by Buyer, adequate assurances of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating performance. (b) If this Order for default. If Buyer terminates this Order in whole or in partis so terminated, Buyer may repurchase procure or otherwise obtain, upon such terms and in such manner as Buyer may deem appropriate, goods or services similar Supplies and or Services from others and Seller to those terminated. Seller, subject to the exceptions set forth below, shall be liable to Buyer for any additional excess costs of such similar goods or services. (c) Seller shall transfer title and deliver to Buyer, in 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 terminated Supplies part of this Order and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall will only pay Seller the Order price of the goods and services accepted. (d) 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 in addition to any other rights in case of Seller's default. (e) Seller shall not be liable for any completed Supplies and/or Services delivered damages resulting from default due to causes beyond Seller's control and acceptedwithout Seller's fault or negligence, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to if Seller's default. As an alternate remedydefault is caused by the default of a subcontractor or supplier at any tier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and in lieu without the fault or negligence of termination for defaulteither of them and, Buyerprovided further, at its sole discretion, may elect (1) the supplies or services to extend be furnished by the Purchase Order delivery schedule, and/or (2) to waive subcontractor or supplier were not obtainable from other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equitysources.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than 30 days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • a) fails to deliver the Supplies or perform the services within the time specified in this Orderor any written extension granted by Buyer; • b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such Order termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination of this Order for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer, to the work not terminatedextent permitted under the Supply Agreement, may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Sellerthe Seller fails to: • fails to (i) deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Contract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies supplies or to perform the services within the time specified in this Order; • fails Order or any extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Order or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Order and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of 10 days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, supplies or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those supplies or Services, and for any other damages caused Buyer by the Seller’s defaultservices. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. The rights and remedies of In addition, Buyer provided may rework or repair any Product in this accordance with the Non- Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be exclusive liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and are if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in addition sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any other rights and remedies provided by this Purchase Order or by law or equity.(1) completed supplies, and

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Subcontract in whole or in part by written notice of default if Sellerthe Seller fails to: • fails to (i) deliver the Supplies Goods or to perform the services Services within the time specified in this OrderSubcontract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Subcontract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other material provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and acceptedSubcontract, provided, however, in the event of either (ii) or (iii) Buyer has provided Seller with prior written notice of the failure and a reasonable opportunity to cure. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Subcontract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from any payments Seller monies otherwise due Seller, any sum Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said Goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Subcontract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Subcontract.

Termination for Default. Buyer mayExcept for delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3.1 hereof. Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate: the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order. Such termination shall become effective if Seller does not cure such failure within thirty (30) days of receiving notice of default. Upon such termination. Buyer may procure at Seller’s expense and upon terms it deems appropriate, including any applicable requirement goods or services similar to those so terminated. Seller shall continue performance of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, . Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule. Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. (a) Buyer may, without liability, and in addition prejudice to any other rights or remedies provided herein by law or under this Order, by lawwritten Notice of Default by Seller, terminate this the Order in whole or in part by written notice in any one of default if Seller: • fails to deliver the Supplies following circumstances: (1) If Seller has been declared bankrupt, makes an assignment for the benefit of creditors, or perform the services within the time specified is in this Orderreceivership; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or or. (2) If Seller fails to perform the work or deliver the services, supplies, equipment, goods, or other deliverable items (“Deliverables”) in accordance with the provisions delivery or performance schedules, or any extension thereof, specified in the Order or otherwise established between the Parties; or (3) If Seller fails to perform any of the other terms of this Order, or so fails to make progress as to endanger the performance of this Order in accordance with its terms (including delivery or performance schedules), and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure. (1) If at any applicable requirement of law. In these casestime it appears to Buyer that Seller has not or will not meet this Order’s delivery schedule, or any extension thereof, Buyer may, at its option and only in writing, shall have the right to require Seller to submit a revised delivery schedule together with adequate documentation to support the reasonableness of the revised schedule. The revised schedule shall provide a period within which Seller may cure its default prior to Buyer’s terminating specific date for the delivery of each Deliverable item under this Order for default. and shall not be submitted subject to any contingencies. (2) Such request shall not be deemed a waiver of any existing delivery schedule or any other rights of Buyer under this Order. (3) If Seller fails to submit a revised delivery schedule as specified above, or any extension thereof granted by Buyer, Seller shall be deemed to have failed to make delivery within the meaning of the “Default” provisions hereof and this Order shall be subject to termination. (c) In the event Buyer terminates this Order in whole or in partpart as provided in subparagraph 9 (a), Buyer may repurchase procure, upon such terms and in such manner as it may reasonably deem appropriate, deliverables or services similar Supplies and or Services from others to those so terminated, and Seller shall be liable to Buyer for any additional excess costs reasonably incurred for such similar supplies or services; provided that Seller shall continue the performance of this Order to the extent not terminated under the provisions of this paragraph 9. (d) Except with respect to defaults of Seller’s subcontractors, Seller shall not be liable for any excess costs if the failure to perform the Order arises out of causes beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller, provided Seller gives Buyer written notice of such causes within twenty (20) days of the occurrence thereof and within the period of delivery agreed upon. Such clauses may include, but are not restricted to, acts of God or of a public enemy, acts of Buyer, acts of a government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and freight embargoes; but in every case the failure to perform must be beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller. If failure to perform is caused by default of Seller’s subcontractor, and if such default arises out of causes beyond the control of both Seller and its subcontractor, and without the fault or negligence of, and despite the exercise of utmost diligence by, either of them, Seller shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by Seller’s subcontractor were obtainable from other sources in sufficient time to permit seller to meet the required delivery schedule. (e) If this Order is terminated Supplies as provided in this paragraph 9, Buyer, in addition to other rights afforded by this paragraph 9, may require Seller to transfer title to and deliver to Buyer, in the manner and to the extent directed by Buyer: (1) any completed Deliverables; and (2) such partially completed Deliverables and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, contract rights and the like (“Manufacturing Materials”) as Seller has specifically produced or Servicesacquired for the performance of such part of this Order as has been terminated, and Seller shall, upon direction of Buyer, protect and preserve property in possession of Seller in which Buyer has an interest. (f) Payment for Deliverables completed by Seller prior to such termination and delivered to and accepted by Buyer shall be at the price for such Deliverables specified in the Order. Payment for Manufacturing Materials delivered to and accepted by Buyer, and for any other damages caused Buyer the protection and preservation of property, shall be in an amount agreed upon by the Seller’s defaultParties pursuant to good faith negotiation. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments amounts otherwise due Seller, any Seller under this paragraph such sum as Buyer reasonably deems necessary to cover the additional cost of completing the Order and to protect Buyer against any liability loss because of outstanding liens or expenses claims of former lien holders. (g) If, after a notice of termination under the provisions of subparagraph 9 (a) has been issued, it is determined that the failure to perform this Order is due to Seller's default. As an alternate remedycauses beyond the control and without the fault or negligence of Seller or any of its suppliers or subcontractors, such notice of termination shall be deemed to have been issued pursuant to the “Termination for Convenience” provisions of paragraph 8, and in lieu the rights and obligations of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performanceParties shall, in which case an equitable reduction in the Purchase Order price shall such event, be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. governed by such provisions. (h) The rights and remedies of Buyer provided in this clause paragraph shall not be exclusive and are in addition to any other rights and remedies provided by at law, or in equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order in whole or in part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order Contract in whole or in part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller fails (b) Buyer may repurchase similar Supplies require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or Services from others acquired for the performance of this Contract, including the assignment to Buyer of Seller’s subcontracts. ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. Buyer may‌ A. Subject to paragraphs C and D below, without liability, and in addition to any other rights or remedies provided herein or by law, ▇▇▇▇▇ may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order; • fails Order or any extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Order or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Order and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase similar Supplies and considers appropriate, Products or Services from others similar to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those Products or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at Seller’s cost. C. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted Products or Services were obtainable from other sources in sufficient time for Seller to meet the required delivery schedule. D. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed Products, and (2) partially completed Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has an interest. E. Buyer shall pay the Order price for completed Products delivered or Services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. G. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. (1) Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part by written notice to Seller in any of default if Seller: • the following circumstances: a. If Seller refuses or fails to deliver the Supplies make deliveries, including any installment thereof, or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; Purchase Order or • extension thereof granted by Buyer. b. If Seller fails to comply or fails to perform in accordance with the other provisions of this Order, including any applicable requirement including, but not limited to, specified quality requirements, or fails to make progress as to endanger performance of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole accordance with its terms, and does not cure any such failure within a period of thirty (30) days or such longer period as Buyer may authorize by written notice after receipt of notice from Buyer specifying such failure. c. If ▇▇▇▇▇▇ becomes insolvent, or makes a general assignment for the benefit of creditors, or pursues any remedy under any law relating to relief for debtors, or in partthe event a receiver is appointed for Seller’s property, or becomes subject to any law relating to bankruptcy, insolvency, or relief of debtors, to the extent Buyer may lawfully exercise such right of termination. (2) In addition to the foregoing termination rights, as well as all other rights and all remedies available to Buyer under applicable law, upon the occurrence of any event described in Section 8(1), above, Buyer may repurchase shall have the right to purchase or manufacture similar Supplies Goods without further payment to Seller and/or require Seller to transfer title and deliver to Buyer in a manner directed by Buyer any and all property produced or Services from others procured by Seller under this Order including, but not limited to, materials, parts, tools, dies, plans, drawings, services, Agreement rights, and other property and technical data, and Seller shall be liable to Buyer for any additional costs excess cost to Buyer. Any termination by Buyer, whether for the terminated Supplies and default or Servicesotherwise, and shall be without prejudice to any claims for any damages or other damages caused rights of Buyer by the against Seller’s default. Buyer shall pay have the right to audit all elements of any termination claim and Seller the Order price for any completed Supplies and/or Services delivered and acceptedshall make available to Buyer on request all books, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedyrecords, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedpapers relating thereto. In the event of a partial termination, Seller shall continue performance of this Order to the work extent not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer mayExcept for delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3.1 hereof. Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order. Such termination shall become effective if Seller does not cure such failure within thirty (30) days of receiving notice of default. Upon such termination. Buyer may procure at Seller’s expense and upon terms it deems appropriate, including any applicable requirement goods or services similar to those so terminated. Seller shall continue performance of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiatedother requirements of this Order. In the event of a partial termination, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. Buyer mayExcept for delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3,1 hereof, Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within thirty (30) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon such termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.equity or under this Order,

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Subcontract in whole or in part by written notice of default if Sellerthe Seller fails to: • fails to (i) deliver the Supplies Goods or to perform the services Services within the time specified in this OrderSubcontract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Subcontract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other material provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and acceptedSubcontract, provided, however, in the event of either (ii) or (iii) Buyer has provided Seller with prior written notice of the failure and a reasonable opportunity to cure. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Subcontract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from any payments Seller monies otherwise due Seller, any sum Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said Goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of a partial terminationSeller’s bankruptcy, Buyer may require Seller shall continue the work not terminatedto post such financial assurance, as Buyer, in its sole discretion, deems necessary. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition Failure to any other rights and remedies provided by this Purchase Order or by law or equity.post such financial assurance upon ten (10) days written notice shall

Termination for Default. Buyer mayExcept for delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3.1 hereof, Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Order; • any written extension granted by Buyer, (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within thirty (30) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon such termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, . Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order in whole or in part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order Contract in whole or in part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller fails (b) Buyer may repurchase similar Supplies require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or Services from others acquired for the performance of this Contract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed goods delivered to and accepted by Buyer shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. By written notice of default to Seller, Buyer may, without liabilitymay terminate this Contract in whole or in part hereunder in any one of the following circumstances: (i) Seller fails to make delivery of the Goods or to perform the Services within the time specified herein or any extension thereof; or (ii) Seller fails to perform any of the other provisions of this Contract or so fails to make progress as to endanger performance of this Contract 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 ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or becomes 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 (iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. If the Contract 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 be liable to Buyer for any excess costs of such similar Goods or Services. Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by ▇▇▇▇▇ at or after termination, such complete or partially completed Goods or Services as Seller has produced or acquired for the performance of the terminated part of the Contract, and Buyer will only pay Seller the price of the Goods and Services accepted. Seller shall also deliver to Buyer any of Seller’s intellectual property, including all technical data and commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in connection with this Contract. Seller shall continue performance of the Contract to the extent not terminated. Buyer shall have no obligations to Seller with respect to the terminated part of the Contract except as herein provided. Buyer’s rights as set forth herein shall be in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice case of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. In no event shall Buyer shall pay Seller the Order price be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultin excess of the total Contract price. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price termination claim shall be negotiated. In submitted within sixty (60) days of the event effective date of a partial the termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer may10.2.1 Except for delay due to causes beyond the control and without the fault of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of an Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of an Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • c) fails to comply or fails to perform in accordance with any of the provisions material terms of this an Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in part. 10.2.2 Upon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of an Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. services. 10.2.3 As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. 10.2.4 If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with ▇▇▇▇▇’▇ delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminated. The premium transportation must be fully prepaid by Seller. 10.2.5 Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under an Order.

Termination for Default. (1) Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Agreement or any Order in whole or in part by written notice to Seller in any of default if Seller: • thefollowing circumstances: a. If Seller refuses or fails to deliver the Supplies make deliveries, including any installment thereof, or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; Purchase Order or • extension thereof granted by Buyer. b. If Seller fails to comply or fails to perform in accordance with the other provisions of this Order, including including, but not limited to, specified quality requirements, or fails to make progress as to endanger performance of the Order in accordance with its terms, and does not cure any such failure within a period of thirty (30) days or such longer period as Buyer may authorize by written notice after receipt of notice from Buyer specifying such failure. c. If ▇▇▇▇▇▇ becomes insolvent, or makes a general assignment for the benefit of creditors, or pursues any remedy under any law relating to relief for debtors, or in the event a receiver is appointed for Seller’s property, or becomes subject to any law relating to bankruptcy, insolvency, or relief of debtors, to the extent Buyer may lawfully exercise such right of termination. (2) In addition to the foregoing termination rights, as well as all other rights and all remedies available to Buyer under applicable requirement law, upon the occurrence of law. In these casesany event described in Article 26(1), above, Buyer mayshall have the right to purchase or manufacture similar Goods without further payment to Seller and/or require Seller to transfer title and deliver to Buyer in a manner directed by Buyer any and all property produced or procured by Seller under an Order including, at its option but not limited to, materials, parts, tools, dies, plans, drawings, services, Agreement rights, and only in writingother property and technical data, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable to Buyer for any additional costs excess cost to Buyer. Any termination by Buyer, whether for the terminated Supplies and default or Servicesotherwise, and shall be without prejudice to any claims for any damages or other damages caused rights of Buyer by the against Seller’s default. Buyer shall pay have the right to audit all elements of any termination claim and Seller the Order price for any completed Supplies and/or Services delivered and acceptedshall make available to Buyer on request all books, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedyrecords, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedpapers relating thereto. In the event of a partial termination, Seller shall continue performance of an Order to the work extent not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer maymay terminate this Order, in whole or in part, without liability, and upon providing written notice of termination to Seller. Such notice may be given (a) if Supplier fails to make deliveries at the time or in the quantities specified, (b) in the event of any material breach hereof by Supplier not cured within ten (10) of the date of the notice of termination, (c) in the event of the institution of any proceedings in bankruptcy or insolvency by or against Supplier, or any parent, subsidiary or affiliate of Supplier, or (d) in the event of the appointment of a receiver or trustee for Supplier or any parent, subsidiary or affiliate of Supplier or any assignment for the benefit of creditors by Supplier or any parent, subsidiary or affiliate of Supplier. In the event of a Termination for Default, Buyer may, in addition to any other rights or remedies provided herein in this Order or by law, terminate this Order in whole require Seller to transfer title and deliver to Buyer the following: (y) any completed Supplies; and (z) such partially completed Supplies and materials, parts, tools, dies, fixtures, plans, drawings, information, and contract rights (herein “manufacturing materials”) as Seller has specifically produced or in part by written notice of default if Seller: • fails to deliver acquired for the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order. Seller shall also, including any applicable requirement upon direction of lawBuyer, protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. In these casesPayment for completed Supplies shall be at the price set forth on the Order. Payment for manufacturing materials delivered to and accepted by ▇▇▇▇▇ and for the cost of protection and preservation of property shall be in an amount not to exceed Seller’s cost thereof. Additionally, Buyer may, at its option and only in writing, provide the event of a period within which Seller may cure its default prior to Buyer’s terminating this Order Termination for default. If Buyer terminates this Order in whole or in partDefault, Buyer may repurchase similar Supplies and or Services from others and withhold such sums otherwise due Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused as Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum determines necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminatedfrom loss. The rights and remedies of Buyer provided in this clause Section 11 shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equitythis Order. No such termination shall relieve Seller of any obligations or liabilities under this Order.

Termination for Default. (a) Buyer may, without liability, and in addition prejudice to any other rights or remedies provided herein by law or under this Order, by lawwritten Notice of Default by Seller, terminate this the Order in whole or in part by written notice in any one of default if Seller: • fails to deliver the Supplies following circumstances: (1) If Seller has been declared bankrupt, makes an assignment for the benefit of creditors, or perform the services within the time specified is in this Orderreceivership; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or or. (2) If Seller fails to perform the work or deliver the services, supplies, equipment, goods, or other deliverable items (“Deliverables”) in accordance with the provisions delivery or performance schedules, or any extension thereof, specified in the Order or otherwise established between the Parties; or (3) If Seller fails to perform any of the other terms of this Order, or so fails to make progress as to endanger the performance of this Order in accordance with its terms (including delivery or performance schedules), and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure. (1) If at any applicable requirement of law. In these casestime it appears to Buyer that Seller has not or will not meet this Order’s delivery schedule, or any extension thereof, Buyer may, at its option and only in writing, shall have the right to require Seller to submit a revised delivery schedule together with adequate documentation to support the reasonableness of the revised schedule. The revised schedule shall provide a period within which Seller may cure its default prior to Buyer’s terminating specific date for the delivery of each Deliverable item under this Order for default. and shall not be submitted subject to any contingencies. (2) Such request shall not be deemed a waiver of any existing delivery schedule or any other rights of Buyer under this Order. (3) If Seller fails to submit a revised delivery schedule as specified above, or any extension thereof granted by Buyer, Seller shall be deemed to have failed to make delivery within the meaning of the “Default” provisions hereof and this Order shall be subject to termination. (c) In the event Buyer terminates this Order in whole or in partpart as provided in subparagraph 9(a), Buyer may repurchase procure, upon such terms and in such manner as it may reasonably deem appropriate, deliverables or services similar Supplies and or Services from others to those so terminated, and Seller shall be liable to Buyer for any additional excess costs reasonably incurred for such similar supplies or services; provided that Seller shall continue the performance of this Order to the extent not terminated under the provisions of this paragraph 9. (d) Except with respect to defaults of Seller’s subcontractors, Seller shall not be liable for any excess costs if the failure to perform the Order arises out of causes beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller, provided Seller gives ▇▇▇▇▇ written notice of such causes within twenty (20) days of the occurrence thereof and within the period of delivery agreed upon. Such clauses may include, but are not restricted to, acts of God or of a public enemy, acts of Buyer, acts of a government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and freight embargoes; but in every case the failure to perform must be beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller. If failure to perform is caused by default of Seller’s subcontractor, and if such default arises out of causes beyond the control of both Seller and its subcontractor, and without the fault or negligence of, and despite the exercise of utmost diligence by, either of them, Seller shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by Seller’s subcontractor were obtainable from other sources in sufficient time to permit seller to meet the required delivery schedule. (e) If this Order is terminated Supplies as provided in this paragraph 9, Buyer, in addition to other rights afforded by this paragraph 9, may require Seller to transfer title to and deliver to Buyer, in the manner and to the extent directed by Buyer: (1) any completed Deliverables; and (2) such partially completed Deliverables and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, contract rights and the like (“Manufacturing Materials”) as Seller has specifically produced or Servicesacquired for the performance of such part of this Order as has been terminated, and Seller shall, upon direction of Buyer, protect and preserve property in possession of Seller in which Buyer has an interest. (f) Payment for Deliverables completed by Seller prior to such termination and delivered to and accepted by Buyer shall be at the price for such Deliverables specified in the Order. Payment for Manufacturing Materials delivered to and accepted by Buyer, and for any other damages caused Buyer the protection and preservation of property, shall be in an amount agreed upon by the Seller’s defaultParties pursuant to good faith negotiation. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments amounts otherwise due Seller, any Seller under this paragraph such sum as Buyer reasonably deems necessary to cover the additional cost of completing the Order and to protect Buyer against any liability loss because of outstanding liens or expenses claims of former lien holders. (g) If, after a notice of termination under the provisions of subparagraph 9(a) has been issued, it is determined that the failure to perform this Order is due to Seller's default. As an alternate remedycauses beyond the control and without the fault or negligence of Seller or any of its suppliers or subcontractors, such notice of termination shall be deemed to have been issued pursuant to the “Termination for Convenience” provisions of paragraph 8, and in lieu the rights and obligations of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performanceParties shall, in which case an equitable reduction in the Purchase Order price shall such event, be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. governed by such provisions. (h) The rights and remedies of Buyer provided in this clause paragraph shall not be exclusive and are in addition to any other rights and remedies provided by at law, or in equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. Buyer may17.1 Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part by written notice of default the whole or any part of this Order if Seller: • : (a) fails to deliver the Supplies or perform the services within the time specified in this Order; • or any written extension granted by ▇▇▇▇▇; (b) fails to make sufficient progress which, in ▇▇▇▇▇’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • or (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior receiving notice of default. 17.2 Upon termination pursuant to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in partSection 17.1, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with ▇▇▇▇▇’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. Buyer maya. If Contractor does not perform in accordance with all terms of this Contract, without liabilityor any part thereof, including in accordance with any schedule or any extension thereof or, in the absence of such a schedule in a timely manner; or if the Contractor shall become insolvent, bankrupt or make an assignment for the benefit of creditors, or if its property or affairs shall be put in the hands of a receiver; or if the Contractor fails to comply with any other provision of the Contract, or so fails to make progress as to endanger performance of the Contract in accordance with its terms, and in either of these two latter circumstances does not cure such failure within a period of ten (10) calendar days after receipt of notice from the District specifying such failure, the District shall have the following rights and remedies in addition to any other rights or remedies others provided herein or by law, terminate this Order in whole : (1) If the Contractor refuses or in part by written notice of default if Seller: • fails to deliver procure the Supplies goods or perform any separable part, with the services diligence that will insure its delivery within the time specified in this Order; • Contract or any extension or fails to make sufficient progress with complete the workgoods within this time, thereby endangering completion of performance within or if the time specified; or • Contractor fails to comply or fails to perform in accordance with the any other provisions of this OrderContract, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller the District may cure its default prior to Buyer’s terminating terminate this Order Contract for default. If Buyer terminates The District shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this Order in whole or in partevent, Buyer the District may repurchase similar Supplies take over the procurement of the goods and or Services from others complete it by contract. The Contractor and Seller its sureties shall be liable for any additional damage to the District resulting from the Contractor’s refusal or failure to complete the manufacturing of the Goods within specified time, whether or not the Contractor’s right to proceed with the production of the Goods is terminated. These costs for the terminated Supplies and or Services, and for include any other damages caused Buyer increased expenses incurred by the Seller’s default. Buyer shall pay Seller District over the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary contract amount in order to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend have the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedWork completed. In the event of a partial terminationDefault the Contractor will return all progress, Seller partial, or advance payments to the District. Additionally, the Contractor shall continue pay to the work District any and all attorney’s fees incurred by the District pertaining to Contractor’s default, whether or not terminated. litigations ensues, and all costs of the District’s paid staff incurred in order to remedy the default and/or complete the Work contracted for. (2) The right to declare the Contractor in default and to terminate the Contract as to any part of the Work not yet accepted herein; in any event reserving to the District its rights to actual damages, liquidated or otherwise arising out of any such takeover or default. b. If, after notice of termination of the Contract, it is determined for any reason that the Contractor was not in default, or that the default was excusable, the rights and remedies obligations of Buyer provided in this clause the parties shall not be exclusive and are in addition the same as if notice of termination had been issued pursuant to any other rights and remedies provided by this Purchase Order or by law or equitySection 32 (Termination For Convenience).

Termination for Default. A. Subject to paragraphs C and D below, Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order Agreement in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order; • fails Agreement or any written extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Agreement or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Agreement and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business, or assignment. B. If Buyer terminates this Order Agreement in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase similar Supplies and considers appropriate, Products or Services from others similar to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those Products or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at Seller’s cost. C. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted Products or Services were obtainable from other sources in sufficient time for Seller to meet the required delivery schedule. D. If this Agreement is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed Products, and (2) partially completed Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Agreement. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has an interest. E. Buyer shall pay the Agreement price for completed Products delivered or Services performed and Accepted. Seller and ▇▇▇▇▇ shall agree on the amount of payment for manufacturing materials delivered and Accepted and for the protection and preservation of the property. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Agreement, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. G. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Agreement.

Termination for Default. Buyer may17.1 Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part by written notice of default the whole or any part of this Order if Seller: • : (a) fails to deliver the Supplies or perform the services within the time specified in this Order; • or any written extension granted by ▇▇▇▇▇; (b) fails to make sufficient progress which, in ▇▇▇▇▇’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • or (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior receiving notice of default. 17.2 Upon termination pursuant to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in partSection 17.1, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with ▇▇▇▇▇’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The ▇▇▇▇▇’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. Buyer mayA. Subject to paragraphs C and D below, without liability, and in addition to any other rights or remedies provided herein or by law, ▇▇▇▇▇ may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies supplies or to perform the services within the time specified in this Order; • fails Order or any extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Order or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Order and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of 10 days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, supplies or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those supplies or Services, and for any other damages caused Buyer by the Seller’s defaultservices. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. ▇. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by Law or under this Purchase Order or by law or equityOrder.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress with the workwhich, thereby endangering completion in Buyer’s reasonable judgment, endangers performance of performance within the time specified; or • fails to comply or fails to perform this Order in accordance with its terms; or (c) fails 10 comply with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within thirty (30) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may forthwith terminate this Purchase Order in whole or in part by written notice of for default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or Seller fails to perform in accordance with the provisions any condition or requirement of this OrderOrder and if capable of remedy, including any applicable requirement fails to remedy such breach within fifteen (15) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole written notice by ▇▇▇▇▇ or in partthe event of Seller’s bankruptcy, Buyer may repurchase similar Supplies and suspension of business, insolvency, appointment of areceiver for Seller’s property of business, or Services from others and any assignment, reorganization or arrangement by Seller shall be liable for any additional costs for the terminated Supplies and or Servicesbenefit of its creditors. Upon such termination, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered Goods that have been accepted by ▇▇▇▇▇. Seller shall transfer title and accepteddeliver to Buyer any completed Goods, providedpartially completed Goods and materials, howeverparts, tools dies, jigs, fixture, plans, drawings, information and contract rights (collectively “Manufacturing Materials”) that Seller has specifically produced or acquired for the cancelled portion of the Order. Seller shall also protect property in its possession in which Buyer may withhold from any payments due Sellerhave an interest. Buyer shall have the right to use, without charge, any sum technical information and intellectual property rights of Seller or its subcontractors necessary for Buyer to protect continue the provisioning of the Goods. The Sellershall reimburse Buyer against for any liability or expenses due to claims and excess procurement cost incurred by ▇▇▇▇▇ as a result of the Seller's ’s default. As an alternate remedy, and in lieu of termination for default, the Buyer shall be entitled to set off any such claims and costs against amounts owed to the Seller. The Seller shall provide to Buyer, at its sole discretionor ▇▇▇▇▇’s nominee, without charge, any assistance as the Buyer may elect (1) require to extend ensure thesuccessful transfer or provisioning of the Purchase Order delivery schedule, and/or (2) Goods to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityanother provider.

Termination for Default. A. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order or any respective extension; or 2. Fails in any material way to perform any of Seller's obligations under this Order; • , or so fails to make sufficient progress with the work, thereby endangering completion as to endanger such performance and does not cure such failure within ten (10) days of performance within the time specifiedreceipt of Buyer's notice of such failure; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawor 3. In these casesthe event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, Buyer mayor files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, at its option and only or in writing, provide the event a period within which Seller may cure its default prior to Buyertrustee or receiver is appointed for Seller’s terminating this Order for default. property or business. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, products or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional and all excess costs for associated with the terminated Supplies and re- procurement of those products or Services, and for any other damages caused Buyer by the Seller’s defaultservices from another source. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any product back to conforming state in accordance with the Warranties clause herein, at Seller’s cost. C. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, any (1) completed products, (2) partially completed products, (3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has or may have an interest. D. Buyer shall pay the Order price for completed products delivered or services performed and accepted. Seller and ▇▇▇▇▇ shall agree on the amount of payment for the protection and preservation of any property. E. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. F. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. Buyer may, without liability, and in In addition to any other remedies or rights or remedies provided herein or afforded by law, terminate Buyer reserves the right to cancel all or any part of this Order in whole or in part by written notice Purchase Order, for default of default Seller, if Seller: • (i) repudiates or breaches any of the terms of this Purchase Order, including Seller's warranties; (ii) fails to perform services or deliver the Supplies goods as specified by Buyer; or perform the services within the time specified in this Order; • (iii) fails to make sufficient progress so as to endanger timely and proper completion of services or delivery of goods, and does not correct such failure or breach within ten (10) days after receipt of written notice from Buyer specifying such failure or breach; and (vi) if it can be determined that the Seller is not complying with any of its obligations set forth in the Purchase Orders or in any of the applicable laws to said, including without limitation those related with the work, thereby endangering completion fulfillment of performance within the time specifiedits obligations in; or • fails to comply or fails to perform in (x) tax matters; (y) accordance with the provisions Anti-Corruption, Anti-Money laundering, Anti-Terrorism and the Labor Legislation regulations; (z) prevention of crimes matters; (aa) labor and collective; as well as; (bb) any other applicable ethical obligations. Seller shall reimburse Buyer for all costs Buyer incurs in connection with any of the foregoing whether or not this OrderPurchase Order is terminated, including any applicable requirement of law. In these casesincluding, Buyer maybut not limited to, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for defaultall attorneys' or other professional fees. If Buyer terminates its purchase obligations pursuant to this Order in whole or in partparagraph, Buyer may repurchase similar Supplies and or Services from others and will have no obligations to Seller shall be liable for any additional costs for in respect of the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu portion of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order and Buyer's liability will be limited to the delivered portion of this Purchase Order at the rate specified on the face hereof. Buyer will be entitled to recover all damages or losses attributable to such repudiation, breach, or failure by law or equitySeller. 13. TERMINACIÓN POR INCUMPLIMIENTO. Además de cualquier otro recurso o derecho otorgado por ▇▇ ▇▇▇, el Comprador se reserva el derecho de cancelar toda o cualquier parte de esta Orden de Compra, por incumplimiento del Vendedor, si éste (i) repudia o incumple cualquiera de los términos de esta Orden de Compra, incluyendo las garantías del Vendedor; (ii) no realiza los servicios o entrega las mercancías según lo especificado por el Comprador; o (iii) no avanza de forma que ponga en peligro la finalización en tiempo y forma de los servicios o la entrega de los bienes, y no corrige dicho incumplimiento o violación dentro de los diez (10) ▇▇▇▇ siguientes a la recepción de la notificación escrita del Comprador especificando dicho incumplimiento o violación; y (vi) si se determina que el Vendedor no está cumpliendo con cualquiera de sus obligaciones establecidas en las Órdenes de Compra o en cualquiera de las leyes aplicables a las mismas, incluyendo sin limitación las relacionadas con el cumplimiento de sus obligaciones en; (x) materia fiscal; (y) conformidad con la normativa Anticorrupción, Anti-Lavado de Dinero, Antiterrorista y la Legislación Laboral; (z) materia de prevención de delitos; (aa) laboral y colectiva; así como; (bb) cualquier otra obligación ética aplicable. El Vendedor reembolsará al Comprador todos los costos en los que éste incurra en relación con cualquiera de los aspectos anteriores, tanto si se rescinde la presente Orden de Compra o no, incluyendo sin limitación, todos los honorarios de abogados u otros profesionales.. Si el Comprador termina sus obligaciones de compra de conformidad con este párrafo, el Comprador no tendrá ninguna obligación para con el Vendedor con respecto a la parte rescindida de esta Orden de Compra y la responsabilidad del Comprador se limitará a la parte entregada de esta Orden de Compra a la tarifa especificada en el anverso de la misma. El Comprador tendrá derecho a recuperar todos los ▇▇▇▇▇ o pérdidas atribuibles a dicho repudio, incumplimiento o falta del Vendedor.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Subcontract in whole or in part by written notice of default if Sellerthe Seller fails to: • fails to (i) deliver the Supplies Goods or to perform the services Services within the time specified in this OrderSubcontract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Subcontract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other material provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and acceptedSubcontract, provided, however, in the event of either (ii) or (iii) Buyer has provided Seller with prior written notice of the failure and a reasonable opportunity to cure. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Subcontract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from any payments Seller monies otherwise due Seller, any sum Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said Goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall GENERAL TERMS AND CONDITIONS For Supply & Services Subcontracts constitute a partial termination, Seller shall continue the work not terminateddefault under this Subcontract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Subcontract.

Termination for Default. By written notice of default to Seller, Buyer may, without liabilitymay terminate this Contract in whole or in part hereunder in any one of the following circumstances: (i) Seller fails to make delivery of the Goods or to perform the Services within the time specified herein or any extension thereof; or (ii) Seller fails to perform any of the other provisions of this Contract or so fails to make progress as to endanger performance of this Contract 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 ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or becomes 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 (iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. If the Contract 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 be liable to Buyer for any excess costs of such similar Goods or Services. Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by ▇▇▇▇▇ at or after termination, such complete or partially completed Goods or Services as Seller has produced or acquired for the performance of the terminated part of the Contract and Buyer will only pay Seller the price of the Goods and Services accepted. Seller shall also deliver to Buyer any of Seller’s intellectual property, including all technical data and commercial computer software, solely to the extent that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in connection with this Contract. Seller shall continue performance of the Contract to the extent not terminated. Buyer shall have no obligations to Seller with respect to the terminated part of the Contract except as herein provided. Buyer’s rights as set forth herein shall be in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice case of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. In no event shall Buyer shall pay Seller the Order price be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultin excess of the total Contract price. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price termination claim shall be negotiated. In submitted within sixty (60) days of the event effective date of a partial the termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order order in whole or in part by written notice of default if Seller: • (a) fails to deliver the Supplies supplies or perform the services within the time specified in this Orderspecified; • (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • (c) fails to comply with any of the other instructions, terms, or fails conditions. Buyer's right to perform in accordance with terminate for default may be exercised if Seller does not cure the provisions failure within ten (10) days after receiving Buyer's notice of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for defaultsuch failure. If Buyer terminates this Order order in whole or in part, Buyer may repurchase purchase similar Supplies and supplies or Services services from others and Seller shall be liable for any additional costs above the original price for the terminated Supplies and or Servicessupplies/services. In the event of a partial termination, and Seller shall continue the work not terminated. Seller shall not be liable for any other damages caused Buyer additional costs if failure to perform arises from causes beyond Seller's or Seller's subcontractor's control and without fault or negligence of either of them; provided, however, that the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in time for the Seller’s defaultSeller to meet the order delivery requirements. Buyer shall pay Seller the Order order price for any completed Supplies and/or Services supplies/services delivered and accepted. Buyer and Seller shall agree on the amount of payment for manufacturing materials (parts, providedtools, howeverdies, that jigs, planes, drawings, etc.) delivered and accepted by Buyer. Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of the termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue provide Buyer any supporting information necessary to document the work not terminated. The rights and remedies reasonableness of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equitySeller's termination for default claim.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than 60 days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the Agreement or the whole or any part a Purchase Order: (a) if Seller: • Seller fails to deliver the Supplies or perform the services within the time specified in this Ordersuch Purchase Order or in any written extension granted by Buyer; • (b) if Seller fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of such Purchase Order in accordance with its terms; (c) if Buyer receives notice of an allegation of Proprietary Rights infringement or believes that there may be an infringement of Proprietary Rights regarding the work, thereby endangering completion goods that are the subject matter of performance within the time specifiedsuch Purchase Order; or • (d) if Seller fails to comply or fails to perform in accordance with any of the provisions other terms of this such Purchase Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole Upon termination of one or in partmore Purchase Orders, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of any other outstanding Purchase Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller's performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in which case an equitable reduction in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationPurchase Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer's delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order law, equity or by law or equityunder the Agreement.

Termination for Default. By written notice of default to Seller, Buyer may, without liabilitymay terminate this Contract in whole or in part hereunder in any one of the following circumstances: (i) Seller fails to make delivery of the Goods or to perform the Services within the time specified herein or any extension thereof; or (ii) Seller fails to perform any of the other provisions of this Contract or so fails to make progress as to endanger performance of this Contract 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 ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or becomes 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 (iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. If the Contract 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 be liable to Buyer for any excess costs of such similar Goods or Services. Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by ▇▇▇▇▇ at or after termination, such complete or partially completed Goods or Services as Seller has produced or acquired for the performance of the terminated part of the Contract and Buyer will only pay Seller the price of the Goods and Services accepted. Seller shall also deliver to Buyer any of Seller’s intellectual property, including all technical data and commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in connection with this Contract. Seller shall continue performance of the Contract to the extent not terminated. Buyer shall have no obligations to Seller with respect to the terminated part of the Contract except as herein provided. Buyer’s rights as set forth herein shall be in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice case of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedyIn no event shall Buyer be liable for lost or anticipated profits, and or unabsorbed indirect costs or overhead, or for any sum in lieu excess of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in total Contract price. Seller’s performance, in which case an equitable reduction in the Purchase Order price termination claim shall be negotiated. In submitted within sixty (60) days of the event effective date of a partial the termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer mayBuyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • : (a) fails to deliver the Supplies or perform the services within the time specified or in any written extension granted by ▇▇▇▇▇; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; (c) fails to comply with any of the terms of this Order; • fails to make sufficient progress with or (d) if any proceeding under the workbankruptcy or insolvency laws is brought by or against Seller, thereby endangering completion a receiver for Seller is appointed or applied for, an assignment for the benefit of performance within creditors is made or an excused delay (or the aggregate time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawmultiple excused delays) lasts more than sixty (60) days. In these casesthe cases of (a), Buyer may(b), at its option and only (c) above, such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default; in writingthe case of (d) above, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for defaultsuch termination shall take become effective immediately. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedmaking Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. In the event of a partial termination, Seller shall continue the work not terminated. The ▇▇▇▇▇’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. Buyer may17.1 Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part by written notice of default the whole or any part of this Order if Seller: • : (a) fails to deliver the Supplies or perform the services within the time specified in this Order; • or any written extension granted by ▇▇▇▇▇; (b) fails to make sufficient progress which, in ▇▇▇▇▇’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • or (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior receiving notice of default. 17.2 Upon termination pursuant to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in partSection 17.1, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with ▇▇▇▇▇’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The ▇▇▇▇▇’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.under this Order. 17.3

Termination for Default. Buyer mayIf, without liabilityin the Buyer’s opinion, and in addition the Seller appears to any other rights or remedies provided herein or by law, terminate this Order in whole be insolvent or in part by written notice such an unsound financial condition as to endanger performance, or if Seller breaches this Purchase Order and if such breach is incapable of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these casesbeing cured, Buyer may, at its option and only in writingby written notice to Seller, provide a period within which Seller may cure its default prior to Buyer’s terminating immediately terminate this Purchase Order for default. If Buyer terminates Seller breaches this Order in whole or in partPurchase Order, and if such breach is capable of being cured, and if Seller fails to cure such a breach within ten (10) calendar days after receiving written notice of the breach from Buyer, Buyer may repurchase similar Supplies and by written notice to Seller immediately terminate this Purchase Order or Services from others and Seller shall be liable any part thereof for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for Upon any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial such termination, the Seller shall continue the work not terminated, and Buyer may require that Seller deliver to Buyer any goods and/or materials associated with this Purchase Order (e.g., drawings, records, equipment, etc.) in any stage of production in the possession of Seller or anyone under its control to the Buyer within two (2) business days after receipt of Buyer’s written request. The Buyer may acquire supplies or services similar to those terminated, and the Seller will be liable to the Buyer for any excess costs for those supplies or services. The Seller shall protect and preserve property in its possession in which the Buyer or Customer has an interest. The Buyer shall pay the Seller for completed supplies delivered and accepted. The Buyer and Seller shall agree on the amount of payment for materials delivered and accepted and for the protection and preservation of property. Failure to agree will be a dispute. The Buyer may withhold from these amounts any sum the Buyer determines to be necessary to protect the Buyer against loss. If, after termination, it is judicially determined that the Seller was not in default, or that the default was excusable, the rights and remedies obligations of the parties shall be the same as if the termination had been issued for the convenience of the Buyer. STOP WORK ORDER Buyer provided in this clause shall not be exclusive and are in addition may at any time, by written order, require Seller to stop all or any other rights and remedies provided part of the work called for by this Purchase Order or for a period of up to ninety (90) days and for any further period to which the Parties may agree. Upon receipt of such an order, Seller shall comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by law or equitythe order during the period of work stoppage. After the stop work order is cancelled, Seller shall resume work. An adjustment in the delivery schedule and/or price shall be made if the stop work order reasonably and directly results in an increase in the time and/or cost required for performance, provided, however, that if such work stoppage arises from a stop work direction given by ▇▇▇▇▇’s client, then Seller will only be entitled to an adjustment in the delivery schedule and/or price to the extent that Buyer is able to obtain an equitable adjustment in time and/or price from Buyer’s client as a result of such work stoppage.

Termination for Default. a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Seller: • the Seller fails to to: i. deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; ii. make progress, so as to endanger performance of this Contract; • fails to make sufficient progress with or, iii. perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information, and contract rights (“Materials”) as Seller has produced or acquires for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order in whole or in part by written notice of default if Sellerthe Seller fails to: • fails to (i) timely perform or deliver the Supplies services or perform the services within the time supplies as specified in this Order or any extension thereof; (ii) make progress, so as to endanger performance of this Order; • fails or, (iii) satisfactory perform any of the other provisions of this Order. (b) Buyer may require Seller to make sufficient progress with transfer title and deliver to Buyer, in the workmanner and to the extent directed by ▇▇▇▇▇, thereby endangering completion of any partially completed services, supplies, and related goods and/or materials that Seller has acquired for the performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement the assignment to Buyer of lawSeller’s lower tire subcontracts or orders. In these cases▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed services and supplies by Seller and accepted by Buyer shall be at the Order price. Payment for unfinished services and supplies, which have been delivered to and accepted by Buyer mayand for the protection and preservation of property, shall be at its option and only a price determined in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order the same manner as provided in the Termination for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Convenience provision hereof except that Seller shall not be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s defaultentitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller monies otherwise due Seller, any sum Seller for completed services and supplies in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, and outstanding liens or claims against said services or supplies. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Order. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order. (d) If Seller is terminated for default pursuant to this clause, Seller is liable to the Buyer for any excess repurchase costs incurred in acquiring services or supplies similar to those terminated for default, and for any other damages, whether or not repurchase is affected.

Termination for Default. By The Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order Contract, in whole or in part part, by providing written notice of default if to the Seller: • , in any of the following circumstances: (i) The Seller fails to deliver the Supplies Goods or perform the services Services within the time specified in this OrderContract, or any agreed-upon extension thereof; • or (ii) The Seller fails to comply with any of the other provisions of this Contract or fails to make sufficient progress with that endangers the work, thereby endangering timely completion of this Contract, and in either case, the Seller does not cure such failure within ten (10) days of receiving written notice from the Buyer specifying such failure (or any longer period that the Buyer may authorize in writing); (iii) The Seller becomes insolvent, unable to pay its debts as they become due, or becomes subject to proceedings under any law related to bankruptcy or the relief of debtors, or admits in writing its inability to pay its debts; (iv) The Buyer has reasonable grounds to be insecure about the Seller's due performance and has demanded in writing adequate assurance, but the Seller has failed to provide such assurance within the a reasonable time specified; or • fails to comply or fails to perform in accordance with the provisions not exceeding ten (10) days. Upon termination of this OrderContract, including any applicable requirement of law. In these cases, the Buyer may, at its option and only in writingdiscretion, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and procure substitute Goods or Services from others elsewhere, and the Seller shall be liable for any additional excess costs for the terminated Supplies and or Services, and for any other damages caused Buyer incurred by the Seller’s defaultBuyer. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that The Buyer may withhold also recover any damages resulting from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to the Seller's default. As an alternate remedy, and in lieu including but not limited to any loss of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedprofits or consequential damages. In the event of termination of this Contract, the Seller shall transfer title and deliver to the Buyer, in the manner and to the extent requested in writing by the Buyer, all complete or partially completed Goods or Services that the Seller has produced or acquired for the performance of the terminated portion of the Contract. The Seller shall take all necessary steps to protect and preserve such Goods and Services until they are delivered to the Buyer. The Buyer will only pay the Seller for the price of the Goods and Services that have been accepted by the Buyer. The Seller shall submit a partial final invoice, which shall include all allowable costs incurred up to the date of termination, for the Goods and Services delivered and accepted by the Buyer. Additionally, the Seller shall deliver to the Buyer any of its intellectual property, including technical data and commercial computer software, that is necessary for the Buyer to perform its obligations under any prime or higher-tier contracts or to complete its own and the Seller's obligations in connection with this Contract. The Seller shall provide the Buyer with all necessary licenses, authorizations, and information to use such intellectual property. The Seller shall also provide the Buyer with all necessary documentation and information related to the terminated portion of the Contract, including but not limited to production schedules, designs, and specifications, to enable the Buyer to complete the terminated work. In the event of termination of this Contract, the Seller shall continue to perform the work Contract to the extent that it has not been terminated. The rights and remedies termination of Buyer provided in this clause a part of the Contract shall not affect the Seller's obligations to perform the remaining part of the Contract. In no event shall Buyer be exclusive and are liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in addition to any other rights and remedies provided by this Purchase Order or by law or equityexcess of the total Funding Value. Seller’s termination claim shall be submitted within sixty (60) days of the effective date of the termination.

Termination for Default. ‌ A. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : i. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order or any respective extension; or ii. Fails in any material way to perform any of Seller's obligations under this Order; • , or so fails to make sufficient progress with the work, thereby endangering completion as to endanger such performance and does not cure such failure within ten (10) days of performance within the time specifiedreceipt of Buyer's notice of such failure; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawor iii. In these casesthe event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, Buyer mayor files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, at its option and only or in writing, provide the event a period within which Seller may cure its default prior to Buyertrustee or receiver is appointed for Seller’s terminating this Order for default. property or business. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, products or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional and all excess costs for associated with the terminated Supplies and re- procurement of those products or Services, and for any other damages caused Buyer by the Seller’s defaultservices from another source. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any product back to conforming state in accordance with the Warranties clause herein, at Seller’s cost. C. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, any (1) completed products, (2) partially completed products, (3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has or may have an interest. D. Buyer shall pay the Order price for completed products delivered or services performed and accepted. Seller and ▇▇▇▇▇ shall agree on the amount of payment for the protection and preservation of any property. E. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. F. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. a.) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Seller: • the Seller fails to to: i. deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; ii. make progress, so as to endanger performance of this Contract; • fails to make sufficient progress with or, iii. perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. b.) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (“Materials”) as Seller has produced or acquires for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. c.) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if Seller: • ‡ fails to deliver the Supplies or perform the services within the time specified in this Order; • ‡ fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • ‡ fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s WR %X\HU·V terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Seller·V GHIDXOW ay Se%lleXr \theHOUrd erVpKricDe fOorOan y Scompleted Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretionGLVFUHWLRQ PD\ HOHFW WR H[WHQG WKH 3XUFKDVH 2UpGerHforUm anGceH, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, OLYHU\ V in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. (A) Buyer may, without liabilitysubject to the terms and conditions of this clause, and in addition by written notice of default to any other rights or remedies provided herein or by lawSeller, terminate this Order in whole or in part by written notice of default if Seller: • Seller fails to deliver — (1) Deliver the Supplies goods or perform the services within the time specified in this Order; • fails to make sufficient progress with Order or any extension; (2) Perform any of the work, thereby endangering completion other provisions or meet any of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions requirements of this Order, including any applicable requirement ; (3) Make progress so as to endanger performance of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order (see following paragraph); Buyer's rights to terminate this Order under subdivisions A(2) and A(3) above may be exercised if Seller does not cure such failure within 10 days (or more if authorized in writing by Buyer) after receipt of the notice from Buyer specifying the failure. No such cure notice or period is required for default. a termination under subdivision A(1) above. (B) If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination part for default, Buyerit may acquire, at its sole discretion, may elect (1) to extend under the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction terms and in the Purchase Order price shall manner Buyer considers appropriate, goods or services similar to those terminated, and Seller will be negotiatedliable to Buyer for any excess costs for those goods or services. In the event of a partial terminationHowever, Seller shall continue the work not terminated. (C) If this Order is terminated in whole or in part for default, Buyer may require Seller to transfer the title and deliver to Buyer, as directed by Buyer, any (1) completed goods, and (2) partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as "manufacturing materials" in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has an interest. (D) Buyer shall pay the Order price for completed goods delivered and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the “Disputes under this Order” clause. Buyer may withhold from these amounts any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. (E) The rights and remedies of Buyer provided set forth in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, including the U.C.C. as adopted by the State of Indiana, or in equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Subcontract in whole or in part by written notice of default if Sellerthe Seller fails to: • fails to (i) deliver the Supplies Goods or to perform the services Services within the time specified in this OrderSubcontract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Subcontract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other material provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and acceptedSubcontract, provided, however, in the event of either (ii) or (iii) Buyer has provided Seller with prior written notice of the failure and a reasonable opportunity to cure. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Subcontract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from any payments Seller monies otherwise due Seller, any sum Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said Goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Subcontract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.under this Subcontract. GENERAL TERMS AND CONDITIONS For Supply & Services Subcontracts

Termination for Default. (a) Buyer may, without liability, and in addition prejudice to any other rights or remedies provided herein by law or under this Order, by lawwritten Notice of Default by Seller, terminate this the Order in whole or in part by written notice in any one of default if Seller: • fails to deliver the Supplies following circumstances: (1) If Seller has been declared bankrupt, makes an assignment for the benefit of creditors, or perform the services within the time specified is in this Orderreceivership; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or or. (2) If Seller fails to perform the work or deliver the services, supplies, equipment, goods, or other deliverable items (“Deliverables”) in accordance with the provisions delivery or performance schedules, or any extension thereof, specified in the Order or otherwise established between the Parties; or (3) If Seller fails to perform any of the other terms of this Order, or so fails to make progress as to endanger the performance of this Order in accordance with its terms (including delivery or performance schedules), and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure. (1) If at any applicable requirement of law. In these casestime it appears to Buyer that Seller has not or will not meet this Order’s delivery schedule, or any extension thereof, Buyer may, at its option and only in writing, shall have the right to require Seller to submit a revised delivery schedule together with adequate documentation to support the reasonableness of the revised schedule. The revised schedule shall provide a period within which Seller may cure its default prior to Buyer’s terminating specific date for the delivery of each Deliverable item under this Order for default. and shall not be submitted subject to any contingencies. (2) Such request shall not be deemed a waiver of any existing delivery schedule or any other rights of Buyer under this Order. (3) If Seller fails to submit a revised delivery schedule as specified above, or any extension thereof granted by Buyer, Seller shall be deemed to have failed to make delivery within the meaning of the “Default” provisions hereof and this Order shall be subject to termination. (c) In the event Buyer terminates this Order in whole or in partpart as provided in subparagraph 9(a), Buyer may repurchase procure, upon such terms and in such manner as it may reasonably deem appropriate, deliverables or services similar Supplies and or Services from others to those so terminated, and Seller shall be liable to Buyer for any additional excess costs reasonably incurred for such similar supplies or services; provided that Seller shall continue the performance of this Order to the extent not terminated under the provisions of this paragraph 9. (d) Except with respect to defaults of Seller’s subcontractors, Seller shall not be liable for any excess costs if the failure to perform the Order arises out of causes beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller, provided Seller gives ▇▇▇▇▇ written notice of such causes within twenty (20) days of the occurrence thereof and within the period of delivery agreed upon. Such clauses may include, but are not restricted to, acts of God or of a public enemy, acts of Buyer, acts of a government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and freight embargoes; but in every case the failure to perform must be beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller. If failure to perform is caused by default of Seller’s subcontractor, and if such default arises out of causes beyond the control of both Seller and its subcontractor, and without the fault or negligence of, and despite the exercise of utmost diligence by, either of them, Seller shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by Seller’s subcontractor were obtainable fro mother sources in sufficient time to permit seller to meet the required delivery schedule. (e) If this Order is terminated Supplies as provided in this paragraph 9, Buyer, in addition to other rights afforded by this paragraph 9, may require Seller to transfer title to and deliver to Buyer, in the manner and to the extent directed by Buyer: (1) any completed Deliverables; and (2) such partially completed Deliverables and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, contract rights and the like (“Manufacturing Materials”) as Seller has specifically produced or Servicesacquired for the performance of such part of this Order as has been terminated, and Seller shall, upon direction of Buyer, protect and preserve property in possession of Seller in which Buyer has an interest. (f) Payment for Deliverables completed by Seller prior to such termination and delivered to and accepted by Buyer shall be at the price for such Deliverables specified in the Order. Payment for Manufacturing Materials delivered to and accepted by Buyer, and for any other damages caused Buyer the protection and preservation of property, shall be in an amount agreed upon by the Seller’s defaultParties pursuant to good faith negotiation. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments amounts otherwise due Seller, any Seller under this paragraph such sum as Buyer reasonably deems necessary to cover the additional cost of completing the Order and to protect Buyer against any liability loss because of outstanding liens or expenses claims of former lien holders. (g) If, after a notice of termination under the provisions of subparagraph 9(a) has been issued, it is determined that the failure to perform this Order is due to Seller's default. As an alternate remedycauses beyond the control and without the fault or negligence of Seller or any of its suppliers or subcontractors, such notice of termination shall be deemed to have been issued pursuant to the “Termination for Convenience” provisions of paragraph 8, and in lieu the rights and obligations of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performanceParties shall, in which case an equitable reduction in the Purchase Order price shall such event, be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. governed by such provisions. (h) The rights and remedies of Buyer provided in this clause paragraph shall not be exclusive and are in addition to any other rights and remedies provided by at law, or in equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than 60 days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • a) fails to deliver the Supplies or perform the services within the time specified in this Orderor any written extension granted by Buyer; • b) fails to make sufficient progress which, in Buyer's reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller's expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s 's performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller's performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer's delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer's rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order order in whole or in part by written notice of default if Seller: • (a) fails to deliver the Supplies supplies or perform the services service within the time specified in this Orderspecified; • (b) fails to make sufficient progress with the work, work thereby endangering completion of performance within the time specified; or • (c) fails to comply with any of the other instructions, terms, or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawconditions. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order rights to terminate for defaultdefault may be exercised if Seller does not cure the failure within ten (10) days after receiving Buyer’s notice of such failure. If Buyer terminates this Order order in whole or in part, Buyer may repurchase similar Supplies and supplies or Services services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Servicessupplies/services. In the event of a partial termination, and Seller shall continue the work not terminated. Seller shall not be liable for any other damages caused Buyer by the additional costs if failure to perform arises from causes beyond Seller’s defaultor Seller’s subcontractor’s control and without fault or negligence of either of them; provided, however, that the supplies/services to be furnished by Seller’s subcontractor (at any tier) were not obtainable from others in time for the Seller to meet the order delivery requirements. Buyer shall pay Seller the Order order price for any completed Supplies and/or Services supplies/services delivered and accepted, provided, however, that . Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of the termination for default, Buyer, at its sole discretion, may elect (1) . Seller shall provide Buyer any supporting information necessary to extend document the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in reasonableness of Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equitytermination for default claim.

Termination for Default. Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, if Sellerthe Seller fails to: • fails to (i) deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Contract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed Goods delivered to and accepted by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to an accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's defaultoutstanding liens or claims against said goods and Materials. As an alternate remedy, and Seller shall promptly notify Buyer is Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. (a) Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if to Seller: • , terminate the whole or any part of this Order in any one of the following circumstances: (i) Seller fails to deliver make delivery of the Supplies goods or to perform the services within the time specified in herein or any extension thereof; or (ii) Seller fails to perform any of the other provisions of this Order; • Order or so fails to make sufficient progress as to endanger performance of this Order in accordance with its terms, and in either of the workcircumstances 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; (iii) Seller becomes insolvent, thereby endangering completion unable to pay its bills when due, or the subject of performance 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 (iv) Seller fails to provide Buyer, in writing, within the time specified; or • fails to comply or fails to perform in accordance with the provisions specified by Buyer, adequate assurances of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating performance. (b) If this Order for default. If Buyer terminates this Order in whole or in partis so terminated, Buyer may repurchase procure or otherwise obtain, upon such terms and in such manner as Buyer may deem appropriate, goods or services similar Supplies and or Services from others and Seller to those terminated. Seller, subject to the exceptions set forth below, shall be liable to Buyer for any additional excess costs of such similar goods or services. (c) Seller shall transfer title and deliver to Buyer, in 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 terminated Supplies part of this Order and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall will only pay Seller the Order price of the goods and services accepted. (d) 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 in addition to any other rights in case of Seller's default. (e) Seller shall not be liable for any completed Supplies and/or Services delivered damages resulting from default due to causes beyond Seller's control and acceptedwithout Seller's fault or negligence, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to if Seller's default. As an alternate remedydefault is caused by the default of a subcontractor or supplier at any tier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and in lieu without the fault or negligence of termination for defaulteither of them and, Buyerprovided further, at its sole discretion, may elect (1) the supplies or services to extend be furnished by the Purchase Order delivery schedule, and/or (2) to waive subcontractor or supplier were not obtainable from other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equitysources.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Purchase Order in whole or in part by written notice of default if Seller: • (a) fails to deliver the Supplies supplies or perform the services within the time specified in this Orderspecified; • (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • (c) fails to comply with any of the other instructions, terms, or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawconditions. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order rights to terminate for defaultdefault may be exercised if Seller does not cure the failure within ten (10) days after receiving Buyer’s notice of such failure. If Buyer terminates this Purchase Order in whole or in part, Buyer may repurchase similar Supplies and supplies or Services services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Servicessupplies/services. In the event of a partial termination, and Seller shall continue the work not terminated. Seller shall not be liable for any other damages caused Buyer by the additional costs if failure to perform arises from causes beyond Seller’s defaultor Seller’s subcontractor’s control and without fault or negligence of either of them; provided, however, that the supplies/services to be furnished by Seller’s subcontractor (at any tier) were not obtainable from others in time for the Seller to meet the Purchase Order delivery requirements. Buyer shall pay Seller the Purchase Order price for any completed Supplies and/or Services supplies/services delivered and accepted, provided, however, that . Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of the termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue provide Buyer any supporting information necessary to document the work not terminated. The rights and remedies reasonableness of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityBuyer’s termination for default claim.

Termination for Default. If (i) Seller fails to make any delivery or perform Services in accordance with Delivery Dates or otherwise fails to comply with the Order and does not remedy such failure within a reasonable time after receipt of written notice thereof, (ii) Seller fails to make progress to such an extent that performance of the Order is endangered, (iii) any proceeding is filed by or against Seller in bankruptcy or insolvency, or for appointment for the benefit of creditors, or (iv) Seller commits any other breach of this Agreement, Buyer may, without liability, and may (in addition to any other rights right or remedies remedy provided herein by this Agreement or by law, ) terminate all or any part of this Order in whole or in part Agreement by written notice to Seller without any liability and may purchase substitute goods and services elsewhere. Seller shall be liable to Buyer for any cost occasioned Buyer thereby. Buyer also may require Seller to transfer title and deliver to Buyer any completed supplies, and such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights as Seller has specifically produced or specifically acquired for the performance of default if Seller: • fails such part of this Agreement and any technology or information necessary for production of Deliverables. If a court of competent jurisdiction finds that any termination for cause was wrongful, then such termination shall be automatically converted to deliver a termination for convenience and the Supplies or perform rights and obligations of the services within parties will be as set forth in the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with section hereof titled “Termination for Convenience.” The parties agree that the provisions of this Order, including Termination for Default section shall not apply to failures or delays in making deliveries of Deliverables when such failure or delay is due to any applicable requirement cause beyond the control and without the fault or negligence of law. In these cases, Buyer may, at its option and only Seller as provided in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, force majeure provision set forth herein; provided, however, that Buyer may withhold from cancel without liability to Seller its purchase of any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equitysuch items.

Termination for Default. (1) Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part by written notice to Seller in any of default if Seller: • the following circumstances: a. If Seller refuses or fails to deliver the Supplies make deliveries, including any installment thereof, or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; Purchase Order or • extension thereof granted by Buyer. b. If Seller fails to comply or fails to perform in accordance with the other provisions of this Order, including any applicable requirement including, but not limited to, specified quality requirements, or fails to make progress as to endanger performance of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole accordance with its terms, and does not cure any such failure within a period of thirty (30) days or such longer period as Buyer may authorize by written notice after receipt of notice from Buyer specifying such failure. c. If Seller becomes insolvent, or makes a general assignment for the benefit of creditors, or pursues any remedy under any law relating to relief for debtors, or in partthe event a receiver is appointed for Seller’s property, or becomes subject to any law relating to bankruptcy, insolvency, or relief of debtors, to the extent Buyer may lawfully exercise such right of termination. (2) In addition to the foregoing termination rights, as well as all other rights and all remedies available to Buyer under applicable law, upon the occurrence of any event described in Section 8(1), above, Buyer may repurchase shall have the right to purchase or manufacture similar Supplies Goods without further payment to Seller and/or require Seller to transfer title and deliver to Buyer in a manner directed by Buyer any and all property produced or Services from others procured by Seller under this Order including, but not limited to, materials, parts, tools, dies, plans, drawings, services, Agreement rights, and other property and technical data, and Seller shall be liable to Buyer for any additional costs excess cost to Buyer. Any termination by Buyer, whether for the terminated Supplies and default or Servicesotherwise, and shall be without prejudice to any claims for any damages or other damages caused rights of Buyer by the against Seller’s default. Buyer shall pay have the right to audit all elements of any termination claim and Seller the Order price for any completed Supplies and/or Services delivered and acceptedshall make available to Buyer on request all books, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedyrecords, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedpapers relating thereto. In the event of a partial termination, Seller shall continue performance of this Order to the work extent not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. A. Buyer may, without liability, liability and in addition to any other rights or remedies provided herein or by law, terminate this any Purchase Order in whole or in part by written notice of default if Seller: • (a) fails to deliver the Supplies supplies or perform the services within the time specified in this Orderspecified; • (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • (c) fails to comply or fails with any other Purchase Order provision. Buyer's right to perform terminate for default may be exercised if Seller does not cure the failure in accordance with the provisions Clauses 10 and 43 of this Order, including any applicable requirement Agreement. B. In the event of law. In these casessuch termination, Buyer may, shall have the right at its option to require the Seller to transfer title to and only in writingdeliver as Buyer may direct, any completed or partially completed supplies and any materials acquired for the performance of this Agreement. In such case, Buyer shall pay Seller the Purchase Order price associated with the accepted completed supplies so transferred and delivered; the price of partially completed supplies or manufacturing materials so transferred and delivered shall be that agreed to by both parties. Seller shall provide a period within which Seller may cure its Buyer any supporting information necessary to document the reasonableness of Seller's termination for default prior to Buyer’s terminating this Order for default. claim. C. If Buyer terminates this Order Agreement in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable to Buyer for any reasonable cover costs incurred by Buyer in re-procuring Product which was terminated. "Reasonable cover costs" shall include all direct costs incurred by Buyer to procure the Products from another supplier, including the cost of stencils and test fixtures, including all other non-recurring expenses. Seller shall also be responsible for any indirect costs incurred by Buyer in the event this Agreement is terminated in whole or in part. Seller shall not be liable for any additional costs for the terminated Supplies if failure to perform arises from causes beyond Seller's or Seller's subcontractors' control and with no fault or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, negligence of either of them; provided, however, that the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in time for Seller to meet Purchase Order deliveries or other performance requirements. Seller's liability under this Article shall be limited to five-hundred thousand dollars ($500,000). D. Buyer may withhold from any payments due Seller, Seller any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of the termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. . E. In the event of a partial termination, Seller shall continue the work not terminated. . F. The rights and remedies of Buyer provided in by this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.this Agreement. Buyer: ____ Seller:____

Termination for Default. By written notice of default to Seller, Buyer may, without liabilitymay terminate this Contract in whole or in part hereunder in any one of the following circumstances: (i) Seller fails to make delivery of the Goods or to perform the Services within the time specified herein or any extension thereof; or (ii) Seller fails to perform any of the other provisions of this Contract or so fails to make progress as to endanger performance of this Contract 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 ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or becomes 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 (iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. If the Contract 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 be liable to Buyer for any excess costs of such similar Goods or Services. Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by ▇▇▇▇▇ at or after termination, such complete or partially completed Goods or Services as Seller has produced or acquired for the performance of the terminated part of the Contract and Buyer will only pay Seller the price of the Goods and Services accepted. Seller shall also deliver to Buyer any of Seller’s intellectual property, including all technical data and commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in connection with this Contract. Seller shall continue performance of the Contract to the extent not terminated. Buyer shall have no obligations to Seller with respect to the terminated part of the Contract except as herein provided. ▇▇▇▇▇'s rights as set forth herein shall be in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice case of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedyIn no event shall Buyer be liable for lost or anticipated profits, and or unabsorbed indirect costs or overhead, or for any sum in lieu excess of the total Contract price. Seller's termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price claim shall be negotiated. In submitted within sixty (60) days of the event effective date of a partial the termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of to Seller, cancel for default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the workcontract, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part. (a) if the Seller fails to deliver the Articles or to perform the services strictly within the time specified herein, Buyer may repurchase similar Supplies and or Services from others and if no time is specified, within a reasonable time. (b) if the Articles delivered do not conform to contractual requirements or if Seller shall be liable for fails to perform any additional costs for of the terminated Supplies and other provisions of the contract, or Servicesso fails to make progress as to endanger performance of the contract in accordance with its terms, and for any other damages caused Buyer by or (c) if the Seller’s defaultSeller becomes insolvent or commits an act of bankruptcy. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination If this contract is canceled for default, Buyer in addition to all other rights afforded by law for Seller’s breach of contract, shall have the right to charge Seller the amount by which the costs of fabricating or procuring the Articles canceled from another source become payable to Seller under the contract or otherwise. In the event any bankruptcy, arrangement or insolvency proceedings are commenced by or against the Seller or, in the event of the appointment of any assignee for the benefit of creditors or of a receiver of the Seller or its properties, then the Buyer, at its sole discretionoption, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedentitled to cancel any unfilled portion of this order without any liability whatsoever. In Upon such cancellation Seller will deliver to Buyer any of the event Articles, parts or materials, for which Buyer shall make written request at or after cancellation and Buyer will pay Seller the fair value of a partial terminationany such property so requested and delivered. Notwithstanding Buyer’s right to cancel the contract for delay in delivery, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive liable to Buyer for any damages therefore if Seller’s delay is due to causes beyond its control and are without its fault or negligence, provided Seller exercises due diligence in addition promptly notifying Buyer of conditions causing delay or if Seller’s delay is caused by the default of a subcontractor or supplier and without the fault or negligence of either of them, and the supplies or services to any be furnished by them were not obtainable from other rights and remedies provided by this Purchase Order or by law or equitysources in sufficient time to permit Seller to meet the required delivery schedule.

Termination for Default. Buyer A. Mykotronx may, without liability, liability and in addition to any other rights or remedies provided herein or by law, terminate this any Purchase Order in whole or in part by written notice of default if Seller: • (a) fails to deliver the Supplies supplies or perform the services within the time specified in this Orderspecified; • (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • (c) fails to comply or fails with any other Purchase Order provision. Mykotronx's right to perform terminate for default may be exercised if Seller does not cure the failure in accordance with the provisions Clauses 10 and 43 of this OrderAgreement B. In the event of such termination, including any applicable requirement of law. In these cases, Buyer may, Mykotronx shall have the right at its option to require the Seller to transfer title to and only deliver as Buyer may direct, any completed or partially completed supplies and any materials acquired for the performance of this Agreement in writing, accordance with Section 25. C or as agreed to by the Parties. Seller shall provide a period within which Seller may cure its Mykotronx any supporting information necessary to document the reasonableness of Sellers termination for default prior to Buyer’s terminating this Order for default. claim. C. If Buyer Mykotronx terminates this Order Agreement in whole or in part, Buyer Mykotronx may repurchase purchase similar Supplies and supplies or Services services from others and Seller shall be liable for any additional costs above the original price for the terminated Supplies and or Services, and supplies/services. Seller shall not be liable for any other damages caused Buyer by the additional costs if failure to perform arises from causes beyond Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered 's or Seller's subcontractors control and accepted, without fault or negligence of either of them; provided, however, that Buyer the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in time for Seller to meet Purchase Order delivery or other performance requirements. D. Mykotronx may withhold from any payments due Seller, Seller any sum necessary to protect Buyer Mykotronx against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of the termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. . E. In the event of a partial termination, Seller shall continue the work not terminated. . F. The rights and remedies of Buyer Mykotronx provided in by this clause shall not be exclusive and are in In addition to any other rights and remedies provided by this Purchase Order or by law or equitythis Agreement. G. Mykotronx shall not issue a Termination for Default for a Force Majeure event.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with ▇▇▇▇▇’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The ▇▇▇▇▇’s rights and remedies of Buyer provided in this clause shall not be exclusive and Section are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. ‌ A. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order or any respective extension; or 2. Fails in any material way to perform any of Seller's obligations under this Order; • , or so fails to make sufficient progress with the work, thereby endangering completion as to endanger such performance and does not cure such failure within ten (10) days of performance within the time specifiedreceipt of Buyer's notice of such failure; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawor 3. In these casesthe event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, Buyer mayor files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, at its option and only or in writing, provide the event a period within which Seller may cure its default prior to Buyertrustee or receiver is appointed for Seller’s terminating this Order for default. property or business. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, products or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional and all excess costs for associated with the terminated Supplies and re- procurement of those products or Services, and for any other damages caused Buyer by the Seller’s defaultservices from another source. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any product back to conforming state in accordance with the Warranties clause herein, at Seller’s cost. C. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, any (1) completed products, (2) partially completed products, (3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has or may have an interest. D. Buyer shall pay the Order price for completed products delivered or services performed and accepted. Seller and ▇▇▇▇▇ shall agree on the amount of payment for the protection and preservation of any property. E. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. F. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. Buyer LSC Industries may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order in whole or in part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Purchase Order in whole or in part, Buyer or, at LSC Industries’ sole discretion, require the Seller to post such financial assurance as LSC Industries deems reasonably necessary, if: (i) Seller fails to deliver the Goods within the time specified in this Contract or any extension, (ii) Seller fails to make progress, so as to endanger performance of this Contract, (iii) Seller fails to perform any of the other provisions of this Contract, or (iv) Seller become insolvent, ceases doing business, or becomes the subject of any proceedings under any bankruptcy, insolvency, or reorganization statute or law. If Seller terminates for default, the rights, duties and obligations of the parties shall be determined in accordance with the terms of the FAR Termination for Default clause, FAR 52.249-8, with the term “LSC Industries” substituted for the terms “Government” and “Contracting Officer”, and the term “Seller” substituted for the term “Contractor” in that clause. LSC Industries may repurchase similar Supplies require Seller to transfer title and deliver to LSC Industries any and all property produced or Services from others procured by Seller for performance of the work terminated and Seller shall be credited with the reasonable value thereof not to exceed Seller’s cost or the Purchase Order’s price, whichever is less. Seller will be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by or resulting from its default including but not limited to excess costs of reprocurement. Termination of the Seller’s default. Buyer shall pay Seller the Order price Contract for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price default shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition without prejudice to any other rights and or remedies of LSC Industries provided by this Purchase Order or by law or equityunder the Purchase Order.

Termination for Default. (a) Buyer may, without liability, and in addition prejudice to any other rights or remedies provided herein by law or under this Order, by lawwritten Notice of Default by Seller, terminate this the Order in whole or in part by written notice in any one of default if Seller: • fails to deliver the Supplies following circumstances: (1) If Seller has been declared bankrupt, makes an assignment for the benefit of creditors, or perform the services within the time specified is in this Orderreceivership; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or or. (2) If Seller fails to perform the work or deliver the services, supplies, equipment, goods, or other deliverable items (“Deliverables”) in accordance with the provisions delivery or performance schedules, or any extension thereof, specified in the Order or otherwise established between the Parties; or (3) If Seller fails to perform any of the other terms of this Order, or so fails to make progress as to endanger the performance of this Order in accordance with its terms (including delivery or performance schedules), and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure. (1) If at any applicable requirement of law. In these casestime it appears to Buyer that Seller has not or will not meet this Order’s delivery schedule, or any extension thereof, Buyer may, at its option and only in writing, shall have the right to require Seller to submit a revised delivery schedule together with adequate documentation to support the reasonableness of the revised schedule. The revised schedule shall provide a period within which Seller may cure its default prior to Buyer’s terminating specific date for the delivery of each Deliverable item under this Order for default. and shall not be submitted subject to any contingencies. (2) Such request shall not be deemed a waiver of any existing delivery schedule or any other rights of Buyer under this Order. (3) If Seller fails to submit a revised delivery schedule as specified above, or any extension thereof granted by Buyer, Seller shall be deemed to have failed to make delivery within the meaning of the “Default” provisions hereof and this Order shall be subject to termination. (c) In the event Buyer terminates this Order in whole or in partpart as provided in subparagraph 9(a), Buyer may repurchase procure, upon such terms and in such manner as it may reasonably deem appropriate, deliverables or services similar Supplies and or Services from others to those so terminated, and Seller shall be liable to Buyer for any additional excess costs reasonably incurred for such similar supplies or services; provided that Seller shall continue the performance of this Order to the extent not terminated under the provisions of this paragraph 9. (d) Except with respect to defaults of Seller’s subcontractors, Seller shall not be liable for any excess costs if the failure to perform the Order arises out of causes beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller, provided Seller gives ▇▇▇▇▇ written notice of such causes within twenty (20) days of the occurrence thereof and within the period of delivery agreed upon. Such clauses may include, but are not restricted to, acts of God or of a public enemy, acts of Buyer, acts of a government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and freight embargoes; but in every case the failure to perform must be beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller. If failure to perform is caused by default of Seller’s subcontractor, and if such default arises out of causes beyond the control of both Seller and its subcontractor, and without the fault or negligence of, and despite the exercise of utmost diligence by, either of them, Seller shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by Seller’s subcontractor were obtainable from other sources in sufficient time to permit seller to meet the required delivery schedule. (e) If this Order is terminated Supplies as provided in this paragraph 9, Buyer, in addition to other rights afforded by this paragraph 9, may require Seller to transfer title to and deliver to Buyer, in the manner and to the extent directed by Buyer: (1) any completed Deliverables; and (2) such partially completed Deliverables and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, contract rights and the like (“Manufacturing Materials”) as Seller has specifically produced or Servicesacquired for the performance of such part of this Order as has been terminated, and Seller shall, upon direction of Buyer, protect and preserve property in possession of Seller in which Buyer has an interest. (f) Payment for Deliverables completed by Seller prior to such termination and delivered to and accepted by Buyer shall be at the price for such Deliverables specified in the Order. Payment for Manufacturing Materials delivered to and accepted by Buyer, and for any other damages caused Buyer the protection and preservation of property, shall be in an amount agreed upon by the Seller’s defaultParties pursuant to good faith negotiation. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments amounts otherwise due Seller, any Seller under this paragraph such sum as Buyer reasonably deems necessary to cover the additional cost of completing the Order and to protect Buyer against any liability loss because of outstanding liens or expenses claims of former lien holders. (g) If, after a notice of termination under the provisions of subparagraph 9 (a) has been issued, it is determined that the failure to perform this Order is due to Seller's default. As an alternate remedycauses beyond the control and without the fault or negligence of Seller or any of its suppliers or subcontractors, such notice of termination shall be deemed to have been issued pursuant to the “Termination for Convenience” provisions of paragraph 8, and in lieu the rights and obligations of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performanceParties shall, in which case an equitable reduction in the Purchase Order price shall such event, be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. governed by such provisions. (h) The rights and remedies of Buyer provided in this clause paragraph shall not be exclusive and are in addition to any other rights and remedies provided by at law, or in equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. a.) Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default to Seller, terminate this Agreement in whole or in part, or, at ▇▇▇▇▇’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Sellerthe Seller fails to: • fails to (i) deliver the Supplies Goods or to perform the services Services within the time specified in this OrderAgreement or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Agreement; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this Order, including any applicable requirement of law. In these cases, Agreement. b.) Buyer may, at its option may require Seller to transfer title and only in writing, provide a period within which Seller may cure its default prior deliver to Buyer’s terminating , in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquires for the performance of this Order Agreement. ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for default. If completed Goods delivered to and accepted by Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Agreement price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed Goods and/or materials and/or Services in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said Goods and materials. c.) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Agreement. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition additions to any other rights and remedies provided by this Purchase Order or by law or equityunder this contract.

Termination for Default. By written notice of default to Seller, Buyer may, without liabilitymay terminate this Contract in whole or in part hereunder in any one of the following circumstances: (i) Seller fails to make delivery of the Goods or to perform the Services within the time specified herein or any extension thereof; or (ii) Seller fails to perform any of the other provisions of this Contract or so fails to make progress as to endanger performance of this Contract 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 ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or becomes 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 (iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. If the Contract 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 REV A (9/2022) to the exceptions set forth below, shall be liable to Buyer for any excess costs of such similar Goods or Services. Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by ▇▇▇▇▇ at or after termination, such complete or partially completed Goods or Services as Seller has produced or acquired for the performance of the terminated part of the Contract, and Buyer will only pay Seller the price of the Goods and Services accepted. Seller shall also deliver to Buyer any of Seller's intellectual property, including all technical data and commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in connection with this Contract. Seller shall continue performance of the Contract to the extent not terminated. Buyer shall have no obligations to Seller with respect to the terminated part of the Contract except as herein provided. Buyer’s rights as set forth herein shall be in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice case of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. In no event shall Buyer shall pay Seller the Order price be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultin excess of the total Contract price. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price termination claim shall be negotiated. In submitted within sixty (60) days of the event effective date of a partial the termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if Seller: • ‡ fails to deliver the Supplies or perform the services within the time specified in this Order; • ‡ fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • ‡ fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s WR %X\HU·V terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Seller·V GHIDXOW ay Se%lleXr \theHOUrd erVpKricDe fOorOan y Scompleted Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer ▇▇▇▇▇ against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, iQ 6HOOHU·V SHUIRUPD in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer maymay terminate this Order, in whole or in part, without liability, and upon providing written notice of termination to Seller. Such notice may be given (a) if Supplier fails to make deliveries at the time or in the quantities specified, (b) in the event of any material breach hereof by Supplier not cured within ten (10) of the date of the notice of termination, (c) in the event of the institution of any proceedings in bankruptcy or insolvency by or against Supplier, or any parent, subsidiary or affiliate of Supplier, or (d) in the event of the appointment of a receiver or trustee for Supplier or any parent, subsidiary or affiliate of Supplier or any assignment for the benefit of creditors by Supplier or any parent, subsidiary or affiliate of Supplier. In the event of a Termination for Default, Buyer may, in addition to any other rights or remedies provided herein in this Order or by law, terminate this Order in whole require Seller to transfer title and deliver to Buyer the following: (y) any completed Supplies; and (z) such partially completed Supplies and materials, parts, tools, dies, fixtures, plans, drawings, information, and contract rights (herein “manufacturing materials”) as Seller has specifically produced or in part by written notice of default if Seller: • fails to deliver acquired for the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order. Seller shall also, including any applicable requirement upon direction of lawBuyer, protect and preserve property in the possession of Seller in which Buyer has an interest. In these casesPayment for completed Supplies shall be at the price set forth on the Order. Payment for manufacturing materials delivered to and accepted by Buyer and for the cost of protection and preservation of property shall be in an amount not to exceed Seller’s cost thereof. Additionally, Buyer may, at its option and only in writing, provide the event of a period within which Seller may cure its default prior to Buyer’s terminating this Order Termination for default. If Buyer terminates this Order in whole or in partDefault, Buyer may repurchase similar Supplies and or Services from others and withhold such sums otherwise due Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused as Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum determines necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminatedfrom loss. The rights and remedies of Buyer provided in this clause Section 11 shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equitythis Order. No such termination shall relieve Seller of any obligations or liabilities under this Order.

Termination for Default. Buyer mayA. Subject to paragraphs C and D below, without liability, and in addition to any other rights or remedies provided herein or by law, ▇▇▇▇▇ may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order; • fails Order or any extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Order or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Order and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase similar Supplies and considers appropriate, Products or Services from others similar to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those Products or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at Seller’s cost. C. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted Products or Services were obtainable from other sources in sufficient time for Seller to meet the required delivery schedule. D. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed Products, and (2) partially completed Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has an interest. E. Buyer shall pay the Order price for completed Products delivered or Services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. G. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Seller: • the Seller fails to to: (i) deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Contract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, Seller further agrees to protect and preserve property in the possession of Seller in which Buyer may, at its option has an interest. Payment for completed goods delivered to and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If accepted by Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Subcontract in whole or in part by written notice of default if Sellerthe Seller fails to: • fails to (i) deliver the Supplies goods or to perform the services within the time specified in this OrderSubcontract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Subcontract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderSubcontract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Subcontract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Subcontract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller monies otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Subcontract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Subcontract. (d) If Seller is terminated for default pursuant to this clause, Seller is liable to the Buyer for any excess repurchase costs incurred in acquiring goods and/or Services similar to those terminated for default, and for any other damages, whether or not repurchase is affected. (e) In addition to the remedies stated herein, Seller hereby grants to Buyer, a perpetual, unconditional, transferable, fully paid up, royalty-free license to use and exploit, anywhere in the world, all of Seller’s Intellectual Property which is necessary for the performance of the terminated portion of this Subcontract, solely to make, or have made, use, maintain and sell the Goods and/or Services.

Termination for Default. Buyer may15.1 Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part by written notice of default the whole or any part of this Order if Seller: • : (a) fails to deliver the Supplies or perform the services within the time specified in this Order; • or any written extension granted by ▇▇▇▇▇; (b) fails to make sufficient progress which, in ▇▇▇▇▇’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • or (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior receiving notice of default. 15.2 Upon termination pursuant to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in partSection 15.1, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with ▇▇▇▇▇’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The ▇▇▇▇▇’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. Buyer mayIf, without liabilityin the Buyer’s opinion, and in addition the Seller appears to any other rights or remedies provided herein or by law, terminate this Order in whole be insolvent or in part by written notice such an unsound financial condition as to endanger performance, or if Seller breaches this Purchase Order and if such breach is incapable of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these casesbeing cured, Buyer may, at its option and only in writingby written notice to Seller, provide a period within which Seller may cure its default prior to Buyer’s terminating immediately terminate this Purchase Order for default. If Buyer terminates Seller breaches this Order in whole or in partPurchase Order, and if such breach is capable of being cured, and if Seller fails to cure such a breach within ten (10) calendar days after receiving written notice of the breach from Buyer, Buyer may repurchase similar Supplies and by written notice to Seller immediately terminate this Purchase Order or Services from others and Seller shall be liable any part thereof for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for Upon any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial such termination, the Seller shall continue the work not terminated, and Buyer may require that Seller deliver to Buyer any goods and/or materials associated with this Purchase Order (e.g., drawings, records, equipment, etc.) in any stage of production in the possession of Seller or anyone under its control to the Buyer within two (2) business days after receipt of Buyer’s written request. The Buyer may acquire supplies or services similar to those terminated, and the Seller will be liable to the Buyer for any excess costs for those supplies or services. The Seller shall protect and preserve property in its possession in which the Buyer or Customer has an interest. The Buyer shall pay the Seller for completed supplies delivered and accepted. The Buyer and Seller shall agree on the amount of payment for materials delivered and accepted and for the protection and preservation of property. Failure to agree will be a dispute. The Buyer may withhold from these amounts any sum the Buyer determines to be necessary to protect the Buyer against loss. If, after termination, it is judicially determined that the Seller was not in default, or that the default was excusable, the rights and remedies obligations of the parties shall be the same as if the termination had been issued for the convenience of the Buyer. Buyer provided in this clause shall not be exclusive and are in addition may at any time, by written order, require Seller to stop all or any other rights and remedies provided part of the work called for by this Purchase Order or for a period of up to ninety (90) days and for any further period to which the Parties may agree. Upon receipt of such an order, Seller shall comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by law or equitythe order during the period of work stoppage. After the stop work order is cancelled, Seller shall resume work. An adjustment in the delivery schedule and/or price shall be made if the stop work order reasonably and directly results in an increase in the time and/or cost required for performance, provided, however, that if such work stoppage arises from a stop work direction given by Buyer’s client, then Seller will only be entitled to an adjustment in the delivery schedule and/or price to the extent that Buyer is able to obtain an equitable adjustment in time and/or price from Buyer’s client as a result of such work stoppage.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order; • fails Order or any extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Order or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Order and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase similar Supplies and considers appropriate, Products or Services from others similar to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those Products or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at Seller’s cost. C. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted Products or Services were obtainable from other sources in sufficient time for Seller to meet the required delivery schedule. D. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed Products, and (2) partially completed Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has an interest. E. Buyer shall pay the Order price for completed Products delivered or Services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. G. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. If (i) Seller fails to make any delivery or perform Services in accordance with Delivery Dates or otherwise fails to comply with the Order and does not remedy such failure within a reasonable time after receipt of written notice thereof, (ii) Seller fails to make progress to such an extent that performance of the Order is endangered, (iii) any proceeding is filed by or against Seller in bankruptcy or insolvency, or for appointment for the benefit of creditors, or (iv) Seller commits any other breach of this Agreement, Buyer may, without liability, and may (in addition to any other rights right or remedies remedy provided herein by this Agreement or by law, ) terminate all or any part of this Order in whole or in part Agreement by written notice to Seller without any liability and may purchase substitute goods and services elsewhere. Seller shall be liable to Buyer for any cost occasioned Buyer thereby. ▇▇▇▇▇ also may require Seller to transfer title and deliver to Buyer any completed supplies, and such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights as Seller has specifically produced or specifically acquired for the performance of default if Seller: • fails such part of this Agreement and any technology or information necessary for production of Deliverables. If a court of competent jurisdiction finds that any termination for cause was wrongful, then such termination shall be automatically converted to deliver a termination for convenience and the Supplies or perform rights and obligations of the services within parties will be as set forth in the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with section hereof titled “Termination for Convenience.” The parties agree that the provisions of this Order, including Termination for Default section shall not apply to failures or delays in making deliveries of Deliverables when such failure or delay is due to any applicable requirement cause beyond the control and without the fault or negligence of law. In these cases, Buyer may, at its option and only Seller as provided in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, force majeure provision set forth herein; provided, however, that Buyer may withhold from cancel without liability to Seller its purchase of any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equitysuch items.