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<br />________________________________________________________________________________________________________ <br /> Page 14 of 27 <br /> <br /> <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 (REPLACED BY PROGRAM-SPECIFIC TERMS AND <br />CONDITIONS #2) <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 deliver y 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 p rovided <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 />practices. <br /> <br />C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately <br />notify COMMERCE and shall take all reasonable steps to protect the property from further <br />damage. <br /> <br />D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement <br />upon completion, termination or cancellation of this contract. <br /> <br />E. All reference to the Contractor under this clause shall also include Contractor’s employees, <br />agents or Subcontractors. <br />Docusign Envelope ID: 9CA32415-9130-4D24-B542-1ED1AA5501F1