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DocuSign Envelope ID:05EFDA32-4C8F-4F23-93BC-D19E217654E0 <br /> On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in <br /> progress, avoid unreasonable interference with others, and take reasonable steps to allow <br /> COMPANY to complete SCOPE, including turning over all documentation for SCOPE and <br /> SOFTWARE which was to be supplied in connection with the CONTRACT. <br /> 5.4 Compensation in the Event of Termination <br /> (a) On any termination, COMPANY will determine and pay(subject to valid set offs)the amounts <br /> owed to CONTRACTOR for SCOPE properly performed prior to termination. <br /> (b) If COMPANY terminates the CONTRACT for convenience or CONTRACTOR validly terminates for <br /> non-payment, COMPANY will also pay reasonable, unavoidable, and auditable demobilisation <br /> costs that COMPANY has specifically agreed elsewhere in the CONTRACT to pay on termination <br /> for convenience by COMPANY. <br /> 5.5 Exclusive Reasons for Termination <br /> The parties waive any right to terminate, rescind, or otherwise end the CONTRACT on grounds <br /> other than those set out in the CONTRACT. <br /> 6 LIQUIDATED DAMAGES <br /> Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that <br /> may be sustained by failure of performance. COMPANY may claim demonstrated general <br /> damages in any case where LIQUIDATED DAMAGES are unenforceable. <br /> 7 LIABILITIES AND INDEMNITIES <br /> (a) Liability for loss of and damage to property and for personal injury, death, or disease to any <br /> PERSON, arising in connection with the CONTRACT, will be determined in accordance with <br /> APPLICABLE LAW. <br /> (b) Neither party will be liable to the other for that other party's own CONSEQUENTIAL LOSS, <br /> REGARDLESS OF NEGLIGENCE OR OTHER FAULT. <br /> (c) Neither party is released from CONSEQUENTIAL LOSSES of the other caused by disclosure of <br /> CONFIDENTIAL INFORMATION or LIABILITIES related to IP RIGHTS. Neither party excludes or limits <br /> its LIABILITIES to the extent they may not be excluded under APPLICABLE LAW. <br /> 8 INSURANCE <br /> 8.1 Insurance Requirement <br /> Prior to commencement of performance, CONTRACTOR will arrange any insurance required by <br /> APPLICABLE LAW, and maintain that insurance in effect throughout the duration of the <br /> CONTRACT. <br /> 8.2 Non-waiver <br /> Satisfaction of the obligation to procure insurance and perform other actions in connection with <br /> this Article will not relieve CONTRACTOR of any other obligations or LIABILITIES. <br /> Purchase Contract—GOODS and SERVICES <br /> Ver.2016a 13 <br />