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4 <br /> GENERAL TERMS AND CONDITIONS <br /> GENERAL GRANT <br /> FEDERAL FUNDS <br /> 40. TERMINATION FOR CONVENIENCE <br /> Except as otherwise provided in this Grant COMMERCE may, by ten (10) business days written <br /> notice,beginning on the second day after the mailing,terminate this Grant, in whole or in part. If this <br /> Grant is so terminated,the Grantor shall be liable only for payment required under the terms of this <br /> Grant for services rendered or goods delivered prior to the effective date of termination. <br /> 41. TERMINATION PROCEDURES <br /> After receipt of a notice of termination, except as otherwise directed by COMMERCE,the Grantee <br /> shall: <br /> A. Stop work under the Grant on the date, and to the extent specified, in the notice; <br /> B. Place no further orders or subgrants for materials, services,or facilities related to the Grant; <br /> C. Assign to COMMERCE all of the rights, title,and interest of the Grantee under the orders and <br /> subgrants so terminated, in which case COMMERCE has the right, at its discretion, to settle or <br /> pay any or all claims arising out of the termination of such orders and subgrants. Any attempt by <br /> the Grantee to settle such claims must have the prior written approval of COMMERCE; and <br /> D. Preserve and transfer any materials, Grant deliverables and/or COMMERCE property in the <br /> Grantee's possession as directed by COMMERCE. <br /> Upon termination of the Grant, COMMERCE shall pay the Grantee for any service provided by the <br /> Grantee under the Grant prior to the date of termination. COMMERCE may withhold any amount due <br /> as COMMERCE reasonably determines is necessary to protect COMMERCE against potential loss or <br /> liability resulting from the termination. COMMERCE shall pay any withheld amount to the Grantee if <br /> COMMERCE later determines that loss or liability will not occur. <br /> The rights and remedies of COMMERCE under this section are in addition to any other rights and <br /> remedies provided under this Grant or otherwise provided under law. <br /> 42. WAIVER <br /> Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or <br /> breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless <br /> stated to be such in writing and signed by Authorized Representative of COMMERCE. <br /> Governmental-VAWA 6 8 18 <br />