Common use of Disposition of the Work Clause in Contracts

Disposition of the Work. Contractor may elect immediately upon termination to take over all Deliverable Items and work-in-process and use or dispose of the same in any manner Contractor may elect. In such case, the fair market value of any Deliverable Items or work-in-process retained or disposed of by Contractor shall be set-off against Purchaser’s termination liability under this Article 21.2. Upon completion of all payments to Contractor in accordance with this Article 21.2, Purchaser may, subject to Article 7 hereof, require Contractor to transfer to Purchaser in the manner and to the extent directed by Purchaser, title to and possession of any items comprising all or any part of the work terminated (including all work-in-process, but not including Deliverable Data or any other portion of the work to which Contractor would not have otherwise been obligated to transfer title hereunder had the Contract been completed) not used or disposed of by Contractor pursuant to the foregoing sentence. Contractor shall, upon direction of Purchaser, protect and preserve such items at Purchaser’s expense in the possession of Contractor or its subcontractors and shall facilitate access to and possession by Purchaser of items comprising all or part of the work terminated. Alternatively, Purchaser may request Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Purchaser less a deduction for actual costs of disposition reasonably incurred by Contractor for such efforts.