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<br />________________________________________________________________________________________________________ Page 17 of 25 <br /> <br />COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work <br />and services accepted by COMMERCE, and the amount agreed upon by the Grantee 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 Grant. <br />COMMERCE may withhold from any amounts due the Grantee 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 Grant. <br />After receipt of a notice of termination, and except as otherwise directed by the Authorized <br />Representative, the Grantee shall: <br />A. Stop work under the Grant on the date, and to the extent specified, in the notice; <br /> <br />B. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as <br />may be necessary for completion of such portion of the work under the Grant that is not <br />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 Grantee under the orders <br />and subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its <br />discretion, to settle or pay any or all claims arising out of the termination of such orders and <br />subgrants/subcontracts; <br /> <br />D. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br />subgrants/subcontracts, with the approval or ratification of the Authorized Representative to <br />the extent the Authorized Representative may require, which approval or ratification shall be <br />final for all 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 Grant had been completed, would <br />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 Grant, which is in the possession <br />of the Grantee and in which COMMERCE has or may acquire an interest. <br />38. TREATMENT OF ASSETS <br />Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property <br />furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a direct <br />item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property <br />by the Grantee. Title to other property, the cost of which is reimbursable to the Grantee under this <br />Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the <br />performance of this Grant, or (ii) commencement of use of such property in the performance of this <br />Grant, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first <br />occurs. <br />A. Any property of COMMERCE furnished to the Grantee shall, unless otherwise provided herein <br />or approved by COMMERCE, be used only for the performance of this Grant. <br /> <br />B. The Grantee shall be responsible for any loss or damage to property of COMMERCE that <br />results from the negligence of the Grantee or which results from the failure on the part of the