Contract - NIWB - Pathways Program

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SECTION 6. Termination and Default. A. Termination. This Agreement shall expire on the earlier of. (i) the Expiration Date without notice to either party; (ii) within twenty (20) days of an offending party's receipt of a Default Notice (as defined below) if such default or failure continues and remains uncured as discussed in Section 6(B) below through no fault of the party initiating the termination (the "Termination Date"). Upon termination of this Agreement for any reason, all data, electronic files, documents, procedures, reports, estimates, summaries other work papers, financial statements and any other supporting documents, whether completed or in process, accumulated by the Provider or prepared or provided by BPW or the Provider relating to this Agreement or the Requested Services shall be and remain the property of City and be delivered to the City in a usable form within sixty (60) days of the Termination Date of this Agreement. The City shall retain or be granted by the Provider without restriction all title, ownership, or intellectual property rights, including copyright, patent, trademark, and trade secret rights, in any data gathered or generated by the Provider in performance of the Requested Services under this Agreement. B. De ault. Any failure by either party to perform any term or provision of this Agreement, which failure continues uncured for a period of Twenty (20) Days following written notice of such failure from the other party (the "Default Notice"), unless such period is extended by written mutual consent, shall constitute a default under this Agreement. Any Default Notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such 20-Day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure within such 20-Day period. Upon the occurrence of a default under this Agreement, the non -defaulting party may institute legal proceedings to enforce the terms of this Agreement or, in the event of a material default, terminate this Agreement. If the default is cured, then no default shall exist and the noticing party shall take no further action. C. Misrepresentations. Notwithstanding any other provision of this Agreement to the contrary, if a party intentionally, knowingly or recklessly makes a written representation materially related to the provision of the Requested Services or the obligations of said party under this Agreement, the other party may terminate the agreement immediately upon delivery of a Default Note. D. Proiect Close -Out. In the event that the Provider expends funds or perform services that are less than the Contract Amount or if the Project is canceled, expired or terminated for any reasons, the Contract Amount not incurred or claimed by the Provider shall be no longer available under this Agreement after all compensation earned and reimbursable expenses incurred as of the date the Provider received written notification of the cancellation or termination Project have been paid. 10