Contract between the board of regents of the unversity system of georgia and

TERMINATION OF CONTRACT

1. Termination. This Contract may be terminated by the BOR for any or all of the following reasons:

(a) Immediately upon notice from the BOR, in the event of the revocation or loss of any license or certification required as a condition precedent to providing the Services under this Contract;

5. 
   Upon not less than five (5) Calendar Days notice from the BOR, upon a determination by the BOR that the instability of Contractor’s business or financial condition threatens delivery of services and continued performance of Contractor’s responsibilities; and/or
   

6. 
   Immediately upon notice from the BOR, in the event the BOR determines that adequate appropriated funds no longer exist such that the BOR cannot fulfill its obligations under this Contract.
   

2. Termination for Cause. The occurrence of any one or more of the following events shall constitute cause for the BOR to declare Contractor in default of its obligations under this Contract (a “Default”):

(a) Contractor fails to perform to the BOR’s satisfaction any material requirement of this Contract or is in violation of a provision of this Contract;

2. Notice of Default. If there is a Default, the BOR shall provide written notice to Contractor requesting that the Default be remedied within thirty (30) Calendar Days of such notice. If the Default is not remedied within such thirty-day time period, the BOR may:

(a) immediately terminate this Contract without additional notice of any kind; and/or

3. 
   enforce the terms and conditions of this Contract and seek any legal or equitable remedies.
   

2. Termination for Convenience. Following not less than ninety (90) Calendar Days written notice, the BOR may terminate this Contract without the payment of any penalty or incurring any further obligation to Contractor. Following termination upon notice, Contractor shall be entitled to compensation, upon submission of invoices and proper proof of claim, for services provided under this Contract to the BOR up to and including the date of termination.

2. Termination Due to Change in Law. The BOR shall have the right to terminate this Contract without penalty by giving not less than thirty (30) Calendar Days written notice to Contractor as a result of any of the following:

(a) The BOR’s authorization to operate is withdrawn or there is a material alteration in the program’s administered by the BOR; and/or

2. Payment Limitation in Event of Termination. In the event of termination of this Contract for any reason by the BOR, the BOR shall pay only those amounts, if any, due and owing to Contractor for the services actually rendered up to the date specified in the notice of termination for which the BOR is obligated to pay pursuant to this Contract. Payment will be made only upon submission of invoices and proper proof of Contractor’s claim. This provision in no way limits the remedies available to the BOR under this Contract in the event of termination. The BOR shall not be liable for any costs incurred by Contractor in its performance of this Contract, including, but not limited to, startup costs, overhead or other costs associated with the performance of this Contract.

2. Termination Procedures. Upon receipt of notice of termination or upon request by the BOR, Contractor shall:
   
   

1. 
   Stop work under the Contract on the date and to the extent specified in the notice of termination;
   

2. 
   Place no further orders or subcontract for materials, services, or facilities, except as may be necessary for completion of such portion of the work under the Contract that is not terminated;
   

3. 
   Terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of termination;
   

4. 
   Assign to the BOR, in the manner and to the extent directed by the BOR, all of the right, title, and interest of Contractor under the orders or subcontracts so terminated, in which case the BOR shall have the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;
   

5. 
   With the approval of the BOR, which approval shall not be unreasonably withheld, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts, the cost of which would be reimbursable in whole or in part, in accordance with the provisions of the Contract;
   

6. 
   Complete the performance of such part of the Services as shall not have been terminated by the notices of termination; and
   

7. 
   Take such action as may be necessary for the protection and preservation of any and all property or information related to the Contract that is in the possession of Contractor and in which the BOR has or may acquire an interest.