é, Place no further orders or sub-contracts for materials, services, or facilities, other than
as may be necessary or required for completion of such portion of work under the
contract that is not terminated.
d. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the OWNER of all orders or sub contracts to the extent they relate to the
performance of work terminated, abandoned, or suspended under the notice, assign to
the OWNER any orders or sub contracts specified in the notice, and revoke
agreements specified in the notice.
e. Not resume work after the effective date of a notice of termination unless and until
receipt of a written notice from the OWNER to resume performance.
In the event of a termination for cause, CONTRACTOR shall receive all amounts due and not
previously paid to CONTRACTOR for work satisfactorily completed in accordance with the contract
prior to the date of the notice, less all previous payments. No amount shall be allowed or paid for
anticipated profit on unperformed services or other unperformed work. Any such payment may be
adjusted to the extent of any additional costs occasioned to the OWNER by reasons of
CONTRACTOR’s failure. CONTRACTOR shall not be relieved of liability to the OWNER for
damages sustained from the failure, and the OWNER may withhold any payment to the
CONTRACTOR until such time as the exact amount of damages due to the OWNER is determined.
All claims for payment by the CONTRACTOR must be submitted to the OWNER within 30 days of
the effective date of the notice of termination.
If after termination for the failure of CONTRACTOR to adhere to any of the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the OWNER, to complete or make
sufficient progress on the work in a timely and professional manner, it is determined that
CONTRACTOR had not so failed, the termination shall be deemed to have been a termination at will.
In that event, the OWNER shall, if necessary, make an adjustment in the compensation paid to
CONTRACTOR such that CONTRACTOR receives total compensation in the same amount as it
would have received in the event of a termination-at-will.
General Provisions for Termination. Upon termination of the contract, the OWNER may take over
the work and prosecute it to completion by agreement with another party or otherwise. Upon
termination of the contract or in the event CONTRACTOR shall cease conducting business, the
OWNER shall have the right to solicit applications for employment from any employee of the
CONTRACTOR assigned to the performance of the contract. Neither party shall be considered in
default of the performance of such obligations is prevented or delayed by any cause, existing or
future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of CONTRACTOR's principals, officers, employees, agents, sub-
contractors, sub consultants, vendors, or suppliers are expressly recognized to be within
CONTRACTOR's control.
ARTICLE 17— CHOICE OF LAW AND VENUE
This contract shall be governed exclusively by the laws of the State of New Hampshire and any claim
or action brought relating to this contract, the work performed or contracted to be performed
thereunder, or referable in anyway thereto shall be brought in Hillsborough County (New Hampshire)
Superior Court Southern Judicial District or in the New Hampshire 9th Circuit Court—Nashua and
not elsewhere.
AG-11
