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<br />________________________________________________________________________________________________________ <br /> Page 10 of 14 <br /> <br />COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed <br />work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and <br />COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially <br />completed work and services, (iii) other property or services that are accepted by COMMERCE, and <br />(iv) the protection and preservation of property, unless the termination is for default, in which case the <br />Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree <br />with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. <br />COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized <br />Representative determines to be necessary to protect COMMERCE against potential loss or liability. <br />The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in <br />addition to any other rights and remedies provided by law or under this contract. <br />After receipt of a notice of termination, and except as otherwise directed by the Authorized <br />Representative, the Contractor shall: <br />A. Stop work under the contract on the date, and to the extent specified, in the notice; <br /> <br />B. Place no further orders or subcontracts for materials, services, or facilities except as may be <br />necessary for completion of such portion of the work under the contract that is not terminated; <br /> <br />C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the <br />Authorized Representative, all of the rights, title, and interest of the Contractor under the orders <br />and subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to <br />settle or pay any or all claims arising out of the termination of such orders and subcontracts; <br /> <br />D. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br />subcontracts, with the approval or ratification of the Authorized Representative to the extent <br />the Authorized Representative may require, which approval or ratification shall be final for all <br />the purposes of this clause; <br /> <br />E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed <br />by the Authorized Representative any property which, if the contract had been completed, <br />would have been required to be furnished to COMMERCE; <br /> <br />F. Complete performance of such part of the work as shall not have been terminated by the <br />Authorized Representative; and <br /> <br />G. Take such action as may be necessary, or as the Authorized Representative may direct, for <br />the protection and preservation of the property related to this contract, which is in the <br />possession of the Contractor and in which COMMERCE has or may acquire an interest. <br />20. TREATMENT OF ASSETS <br />Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property <br />furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a <br />direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such <br />property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor <br />under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property <br />in the performance of this contract, or (ii) commencement of use of such property in the performance <br />of this contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, <br />whichever first occurs. <br />A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided <br />herein or approved by COMMERCE, be used only for the performance of this contract. <br /> <br />B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that <br />results from the negligence of the Contractor or which results from the failure on the part of the <br />Contractor to maintain and administer that property in accordance with sound management <br />DocuSign Envelope ID: 148415F2-2DEE-4ED5-AED8-215F008DBEB1