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9 13. TERMINATION a. TERMINATION BY OWNER FOR CAUSE The Owner may terminate the Contract if the Contractor: i. Repeatedly refuses or fails to supply enough properly skilled workers or proper materials; ii. Fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; iii. Repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of a public authority; or iv. Otherwise is guilty of substantial breach of a provision of the Contract Documents. b. TERMINATION BY OWNER FOR CONVENIENCE The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. The Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. Contractor reserves the right to discontinue its service any time payments have not been made as agreed, or if alterations, additions or repairs are made to equipment during the term of this Agreement by others without prior agreement between Customer and Contractor. 14. LIMITATION OF LIABILITY Under no circumstances shall Contractor be held liable for any incidental, special or consequential damages, such as loss of revenue, loss of use of equipment or facilities, or economic damages based on strict liability or negligence. Contractor shall be liable for damage to property, other than the equipment provided under this Agreement, and to persons, only to the proportionate extent that Contractor’s negligent acts or omissions directly contributed to such injury or property damage. Contractor’s maximum liability for any reason shall be one-half the contract price paid by Customer to Contractor under this Agreement, subject to right of removal and return of equipment provided under this Agreement to Contractor. 15. LIQUIDATED DAMAGES The Contractor agrees that from the compensation to be paid to him in accordance with the agreement, the Customer may retain $NA per NA for each NA the Work remains uncompleted, Saturdays, Sundays and holidays included. Customer and Contractor agree that the liquidated damages set forth herein are a reasonable estimate of the damages Customer would incur for delay related to the project. The amount of liquidated damages above is capped at NA for the project. 16. CLAIMS Any suits arising from the performance or non-performance of this Agreement, whether based upon contract, negligence, strict liability or otherwise, shall be brought within one (1) year from the date the claim arose. 17. SUPERSEDURE, ASSIGNMENT and MODIFICATION This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all previous or contemporaneous, oral or written, statements. Customer may assign this Agreement only with Contractor’s prior written consent. No modification to this Agreement shall be binding unless in writing and signed by both parties. 18. DEFAULT If Customer fails or refuses to accept delivery of the equipment and parts ordered hereunder or defaults in the performance of any of the terms, covenants and conditions of this sales order, Contractor may retain the funds deposited or paid to it and or equipment accepted by it on account of the sale price and apply the same toward payment of its damages. If equipment ordered has been delivered to Customer by Contractor at the time of default, Contractor may declare the full amount due and payable without notice or demand and/or may have access to Customer’s premises in order to repossess the equipment. 19. APPLICABLE LAW Any agreement arising hereunder shall be governed by, and construed in accordance with, the laws of the where the work is to be performed. A determination that any provision of this agreement is ineffective or unenforceable shall not impair the enforceability of other provisions contained herein. 20. PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for bringing this information to the attention of Owner. 21. SUBSTANTIAL COMPLETION a. Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. b. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit a comprehensive list of items to be completed or corrected prior to final payment. Failure to includ e an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 22. SAFETY PRECAUTIONS