Termination for Convenience
This Order and any and all rights granted, and obligations assumed hereby may be terminated in whole or part by Buyer giving written notice to Supplier. Upon receipt of a notice of termination, and except as otherwise directed by Buyer, Supplier shall immediately, as to the terminated portion of this Order and regardless of any delay in determining or adjusting any amounts due under this clause, promptly stop work, notify its subcontractors to stop work, and protect property in Supplier’s possession in which Buyer has or may acquire an interest.
As directed by Buyer, Supplier shall transfer title and possession to Buyer of any inventory and property, including plans, drawings, and information held by Supplier which is for Buyer’s Order. In accordance with Buyer’s instructions, Supplier shall assign to Buyer all right, title, and interest of Supplier under the Order of Supplier that are terminated, in which case Buyer shall have the right to settle or to pay any termination settlement proposal arising out of those terminations. With approval or ratification to the extent required by Buyer, Supplier shall settle all outstanding liabilities and termination settlement proposals arising from the termination of Supplier’s subcontracts; the approval or ratification will be final for purposes of this clause.
Supplier shall submit a termination settlement proposal within sixty (60) days after the effective date of the termination notice incorporating all claims of Supplier in the form and with the certification prescribed by Buyer. Supplier and Buyer may agree upon the whole or any part of the amount to be paid because of the termination and the Order shall be amended and Supplier paid the agreed amount. In no event shall payment to Supplier exceed the total Order price as reduced by the amount of payments previously made and the Order price of work not terminated. The cost principles and procedures of FAR Part 31, in effect on the date of this Order, shall govern all costs claimed, agreed to, or determined under this clause.
Unless otherwise provided in this Order, Supplier shall maintain all records and documents relating to the terminated portion of the Order for three (3) years after final settlement. This includes all books and other evidence bearing on Supplier’s costs and expenses under this Order. Supplier shall make these records and documents available to Buyer, at Supplier’s office, at all reasonable times, without any direct charge.