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Upon termination of this Agreement for any reason, copies of all data, electronic <br />files, documents, procedures, reports, estimates, summaries other work papers, and any <br />other supporting documents, whether completed or in process, accumulated by the <br />Provider or prepared or provided by the Commission or the Provider relating to this <br />Agreement or the Job Training Services shall be and remain the property of the <br />Commission and be delivered to the Commission upon request in a usable form within <br />sixty (60) days of the Termination Date of this Agreement. The Commission shall retain <br />or be granted by the Provider without restriction all title, ownership, or intellectual <br />property rights, including copyright, patent, trademark, and trade secret rights, in any data <br />gathered or generated by the Provider in performance of the Job Training Services under <br />this Agreement. <br />B. Default. Any failure by either party to perform any term or provision of <br />this Agreement, which failure continues uncured for a period of Twenty (20) Days <br />following written notice of such failure from the other party (the "Default Notice "), <br />unless such period is extended by written mutual consent, shall constitute a default under <br />this Agreement. Any Default Notice given pursuant to the preceding sentence shall <br />specify the nature of the alleged failure and, where appropriate, the manner in which said <br />failure satisfactorily may be cured. If the nature of the alleged failure is such that it <br />cannot reasonably be cured within such 20 -Day period, then the commencement of the <br />cure within such time period, and the diligent prosecution to completion of the cure <br />thereafter, shall be deemed to be a cure within such 20 -Day period. Upon the occurrence <br />of a default under this Agreement, the non - defaulting party may institute legal <br />proceedings to enforce the terms of this Agreement or, in the event of a material default, <br />terminate this Agreement. If the default is cured, then no default shall exist and the <br />noticing party shall take no further action. <br />C. Misrepresentations. Notwithstanding any other provision of this <br />Agreement to the contrary, if a party intentionally, knowingly or recklessly makes a <br />written misrepresentation materially related to the provision of the Job Training Services <br />or the obligations of said party under this Agreement, the other party may terminate the <br />agreement immediately upon delivery of a Default Notice. <br />D. Project Close -Out. In the event that the Provider expends funds or <br />perform services that are less than the Contract Amount or if the Project is canceled, <br />expired or terminated for any reasons, the Contract Amount not incurred or claimed by <br />the Provider shall be no longer available under this Agreement after all compensation <br />earned and reimbursable expenses incurred as of the date the Provider received written <br />notification of the cancellation or termination have been paid. <br />E. Continuation of Funding If the City Controller makes a written <br />determination that funds are not appropriated or are otherwise unavailable to support the <br />continuation of this Agreement, it shall be cancelled. A determination by the City <br />Controller that funds are not appropriated or are otherwise unavailable to support the <br />7 <br />