Common use of Remedies Not Involving Termination Clause in Contracts

Remedies Not Involving Termination. The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend ▇▇▇▇▇▇▇’s performance with respect to all or any portion of the Work, including Subcontractor Work, pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work, including Subcontractor Work, and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work, including Subcontractor Work. c. Deny Payment Deny payment for Work, including Subcontractor Work, not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work, including Subcontractor Work, whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. Intellectual Property If any Work, including Subcontractor Work, infringes, or if the State in its sole discretion determines that any Work, including Subcontractor Work, is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work or Subcontractor Work for the State and Grantee; (ii) replace the Work or Subcontractor Work with noninfringing Work or approved Subcontractor Work or modify the Work or approved Subcontractor Work so that it becomes noninfringing; or, (iii) remove any infringing Work or Subcontractor Work and refund the amount paid for such Work or Subcontractor Work to the State.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following additional remedies: a. remedies in addition to other remedies available to it: Suspend Performance Suspend ▇▇▇▇▇▇▇’s performance with respect to all or any portion of the Work, including Subcontractor Work, this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price or price/cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work, including Subcontractor Work, performance and incurring costs in accordance with the State’s directive, directive and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. performance under this provision. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work, including Subcontractor Work. c. corrections in ▇▇▇▇▇▇▇’s performance are satisfactorily made and completed. Deny Payment Deny payment for Work, including Subcontractor Work, those obligations not performed, or that due to Grantee’s actions or inactions, cannot be performed or or, if they were performed are reasonably performed, would be of no value to the stateState; provided, that any denial of payment shall be equal reasonably related to the value to the State of the obligations not performed. d. . Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work, including Subcontractor Work, Subgrantees whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable unacceptable, or whose continued relation to this Agreement ▇▇▇▇▇ is deemed by the State to be contrary to the public interest or not in the State’s best interest. e. . Intellectual Property If any Work, including Subcontractor Work, infringes, or if the State in its sole discretion determines that any Work, including Subcontractor Work, is likely to infringe, Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property rightright while performing its obligations under this Grant, Grantee shall, as approved by at the State’s option (a) obtain for the State (i) secure that or Grantee the right to use such Work or Subcontractor Work for the State products and Granteeservices; (iib) replace the Work any Goods, Services, or Subcontractor Work other product involved with noninfringing Work or approved Subcontractor Work non-infringing products or modify the Work or approved Subcontractor Work them so that it becomes noninfringingthey become non-infringing; or, (iiic) if neither of the foregoing alternatives are reasonably available, remove any infringing Work Goods, Services, or Subcontractor Work products and refund the amount price paid for such Work or Subcontractor Work therefore to the State. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and title of Person Department Name Address   Town, State Zip Email Grantee: Name and Title of Person Department Name Address 1 Address 2 Town, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of ▇▇▇▇▇▇▇'s obligations hereunder without the prior written consent of the State.

Remedies Not Involving Termination. The State, in its discretion, may exercise one or more of the following additional remedies: a. : Suspend Performance Suspend ▇▇▇▇▇▇▇’s performance with respect to all or any portion of the Work, including Subcontractor Work, Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work, including Subcontractor Work, Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. . Withhold Payment Withhold payment to Grantee until Grantee corrects its Work, including Subcontractor Work. c. . Deny Payment Deny payment for Work, including Subcontractor Work, Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. . Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work, including Subcontractor Work, Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. . Intellectual Property If any Work, including Subcontractor Work, Work infringes, or if the State in its sole discretion determines that any Work, including Subcontractor Work, Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work or Subcontractor Work for the State and Grantee; (ii) replace the Work or Subcontractor Work with noninfringing Work or approved Subcontractor Work or modify the Work or approved Subcontractor Work so that it becomes noninfringing; or, (iii) remove any infringing Work or Subcontractor Work and refund the amount paid for such Work or Subcontractor Work to the State. Collection of Unallowable Costs (2CFR 200.410) Payments made for costs determined to be unallowable by either the awarding Federal agency, cognizant agency for indirect costs, or pass-through entity must be refunded with interest to the Federal Government. Unless directed by Federal statute or regulation, repayments must be made in accordance with the instructions provided by the Federal agency or pass-through entity that made the allowability determination. See §§ 200.300 through 200.309, and §200.346. ▇▇▇▇▇▇▇’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies available at law and equity. Dispute Resolution Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Grantee for resolution. Resolution of Controversies If the initial resolution described in §13.A13.A fails to resolve the dispute within ten Business Days, Grantee shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency named on the Cover Page of this Agreement as described in §24-101-301(30), C.R.S. for resolution following the same resolution of controversies process as described in §§▇▇-▇▇▇-▇▇▇, and 24-109-101.1 through ▇▇-▇▇▇-▇▇▇, C.R.S. (the “Resolution Statutes”), except that if ▇▇▇▇▇▇▇ wishes to challenge any decision rendered by the Procurement Official, ▇▇▇▇▇▇▇’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement. Notices and Representatives Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party’s principal representative at the address set forth below or (C) as an email with read receipt requested to the principal representative at the email address, if any, set forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s principal representative at the address set forth on the Cover Page for this Agreement. Either Party may change its principal representative or principal representative contact information, or may designate specific other individuals to receive certain types of notices in addition to or in lieu of a principal representative, by notice submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. Rights in Work Product and Other Information Work Product Copyrights To the extent that the Work Product (or any portion of the Work Product) would not be considered works made for hire under applicable law, Grantee hereby assigns to the State, the entire right, title, and interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Grantee cannot make any of the assignments required by this section, Grantee hereby grants to the State a perpetual, irrevocable, royalty-free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license.

Remedies Not Involving Termination. The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend ▇▇▇▇▇▇▇’s performance with respect to all or any portion of the Work, including Subcontractor Work, pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work, including Subcontractor Work, and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work, including Subcontractor Work. c. Deny Payment Deny payment for Work, including Subcontractor Work, not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work, including Subcontractor Work, whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. Intellectual Property If any Work, including Subcontractor Work, infringes, or if the State in its sole discretion determines that any Work, including Subcontractor Work, is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work or Subcontractor Work for the State and Grantee; (ii) replace the Work or Subcontractor Work with noninfringing Work or approved Subcontractor Work or modify the Work or approved Subcontractor Work so that it becomes noninfringing; or, (iii) remove any infringing Work or Subcontractor Work and refund the amount paid for such Work or Subcontractor Work to the State.

Remedies Not Involving Termination. The State, in its discretion, may exercise one or more of the following additional remedies: a. : Suspend Performance Suspend ▇▇▇▇▇▇▇’s performance with respect to all or any portion of the Work, including Subcontractor Work, Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work, including Subcontractor Work, Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. . Withhold Payment Withhold payment to Grantee until Grantee corrects its Work, including Subcontractor Work. c. . Deny Payment Deny payment for Work, including Subcontractor Work, Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. . Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work, including Subcontractor Work, Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. . Intellectual Property If any Work, including Subcontractor Work, Work infringes, or if the State in its sole discretion determines that any Work, including Subcontractor Work, Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work or Subcontractor Work for the State and GranteeContractor; (ii) replace the Work or Subcontractor Work with noninfringing Work or approved Subcontractor Work or modify the Work or approved Subcontractor Work so that it becomes noninfringing; or, (iii) remove any infringing Work or Subcontractor Work and refund the amount paid for such Work or Subcontractor Work to the State. ▇▇▇▇▇▇▇’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies available at law and equity.

Remedies Not Involving Termination. The State, in its discretion, may exercise one or more of the following additional remedies: a. : Suspend Performance Suspend ▇▇▇▇▇▇▇Contractor’s performance with respect to all or any portion of the Work, including Subcontractor Work, Work pending corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performing Work, including Subcontractor Work, Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee Contractor after the suspension of performance. b. . Withhold Payment Withhold payment to Grantee Contractor until Grantee Contractor corrects its Work, including Subcontractor Work. c. . Deny Payment Deny payment for Work, including Subcontractor Work, Work not performed, or that due to GranteeContractor’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. . Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subcontractors from the Work, including Subcontractor Work, Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement Contract is deemed by the State to be contrary to the public interest or the State’s best interest. e. . Intellectual Property If any Work, including Subcontractor Work, Work infringes, or if the State in its sole discretion determines that any Work, including Subcontractor Work, Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee Contractor shall, as approved by the State (i) secure that right to use such Work or Subcontractor Work for the State and GranteeContractor; (ii) replace the Work or Subcontractor Work with noninfringing Work or approved Subcontractor Work or modify the Work or approved Subcontractor Work so that it becomes noninfringing; or, (iii) remove any infringing Work or Subcontractor Work and refund the amount paid for such Work or Subcontractor Work to the State.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following additional remedies: a. remedies in addition to other remedies available to it: Suspend Performance Suspend ▇▇▇▇▇▇▇’s performance with respect to all or any portion of the Work, including Subcontractor Work, this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price or price/cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work, including Subcontractor Work, performance and incurring costs in accordance with the State’s directive, directive and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. performance under this provision. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work, including Subcontractor Work. c. corrections in ▇▇▇▇▇▇▇’s performance are satisfactorily made and completed. Deny Payment Deny payment for Work, including Subcontractor Work, those obligations not performed, or that due to Grantee’s actions or inactions, cannot be performed or or, if they were performed are reasonably performed, would be of no value to the stateState; provided, that any denial of payment shall be equal reasonably related to the value to the State of the obligations not performed. d. . Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work, including Subcontractor Work, Subgrantees whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable unacceptable, or whose continued relation to this Agreement ▇▇▇▇▇ is deemed by the State to be contrary to the public interest or not in the State’s best interest. e. . Intellectual Property If any Work, including Subcontractor Work, infringes, or if the State in its sole discretion determines that any Work, including Subcontractor Work, is likely to infringe, Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property rightright while performing its obligations under this Grant, Grantee shall, as approved by at the State’s option (a) obtain for the State (i) secure that or Grantee the right to use such Work or Subcontractor Work for the State products and Granteeservices; (iib) replace the Work any Goods, Services, or Subcontractor Work other product involved with noninfringing Work or approved Subcontractor Work non-infringing products or modify the Work or approved Subcontractor Work them so that it becomes noninfringingthey become non-infringing; or, (iiic) if neither of the foregoing alternatives are reasonably available, remove any infringing Work Goods, Services, or Subcontractor Work products and refund the amount price paid for such Work or Subcontractor Work therefore to the State. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Name and/or Title Department Name Address Address Town, State Zip Email Grantee: Name Department Name Address Address City, State Zip Email RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of ▇▇▇▇▇▇▇'s obligations hereunder without the prior written consent of the State.

Remedies Not Involving Termination. The State, in its sole discretion, may exercise one or more of the following additional remedies: a. remedies in addition to other remedies available to it: Suspend Performance Suspend ▇▇▇▇▇▇▇’s performance with respect to all or any portion of the Work, including Subcontractor Work, this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price or price/cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work, including Subcontractor Work, performance and incurring costs in accordance with the State’s directive, directive and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. performance under this provision. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work, including Subcontractor Work. c. corrections in ▇▇▇▇▇▇▇’s performance are satisfactorily made and completed. Deny Payment Deny payment for Work, including Subcontractor Work, those obligations not performed, or that due to Grantee’s actions or inactions, cannot be performed or or, if they were performed are reasonably performed, would be of no value to the stateState; provided, that any denial of payment shall be equal reasonably related to the value to the State of the obligations not performed. d. . Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work, including Subcontractor Work, Subgrantees whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable unacceptable, or whose continued relation to this Agreement ▇▇▇▇▇ is deemed by the State to be contrary to the public interest or not in the State’s best interest. e. . Intellectual Property If any Work, including Subcontractor Work, infringes, or if the State in its sole discretion determines that any Work, including Subcontractor Work, is likely to infringe, Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property rightright while performing its obligations under this Grant, Grantee shall, as approved by at the State’s option (a) obtain for the State (i) secure that or Grantee the right to use such Work or Subcontractor Work for the State products and Granteeservices; (iib) replace the Work any Goods, Services, or Subcontractor Work other product involved with noninfringing Work or approved Subcontractor Work non-infringing products or modify the Work or approved Subcontractor Work them so that it becomes noninfringingthey become non-infringing; or, (iiic) if neither of the foregoing alternatives are reasonably available, remove any infringing Work Goods, Services, or Subcontractor Work products and refund the amount price paid for such Work or Subcontractor Work therefore to the State.

Remedies Not Involving Termination. The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend ▇▇▇▇▇▇▇Contractor’s performance with respect to all or any portion of the Work, including Subcontractor Work, Work pending corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performing Work, including Subcontractor Work, Work and incurring costs in accordance with the State’s directive, and neither the State nor any Purchasing Entity shall not be liable for costs incurred by Grantee Contractor after the suspension of performance. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work, including Subcontractor Work. c. Deny Payment Deny payment for Work, including Subcontractor Work, not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subcontractors from the Work, including Subcontractor Work, Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement Participating Addendum is deemed by the State to be contrary to the public interest or the State’s best interest; provided that such removal is directly related to Contractor’s employees, agents or Subcontractors performance of the Work under this Participating Addendum. e. c. Intellectual Property If any Work, including Subcontractor Work, Work infringes, or if the State in its sole discretion determines Parties reasonably determine that any Work, including Subcontractor Work, Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property rightright of a third party, Grantee Contractor shall, as approved by the State at its option either (i) secure that the right to use such Work or Subcontractor Work for the State State, Purchasing Entity and GranteeContractor; (ii) replace the Work or Subcontractor Work with noninfringing Work or approved Subcontractor Work or modify the Work or approved Subcontractor Work so that it becomes noninfringing; or, (iii) remove any infringing Work or Subcontractor Work and refund the amount paid for such Work or Subcontractor Work to the StatePurchasing Entity and/or State (A) any amounts prepaid to Contractor for the Services portion of the infringing Work relating to future periods after the date the infringing Services portion of the Work is removed, and/or (B) any amounts paid to Contractor for the Goods portion of the infringing Work, less the depreciation in value of such Goods as of the date the infringing Goods portion of the Work is removed.

Remedies Not Involving Termination. The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend ▇▇▇▇▇▇▇Contractor’s performance with respect to all or any portion of the Work, including Subcontractor Work, Work pending corrective action as specified by the State without entitling Grantee Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Grantee Contractor shall promptly cease performing Work, including Subcontractor Work, Work and incurring costs in accordance with the State’s directive, and neither the State nor any Purchasing Entity shall not be liable for costs incurred by Grantee Contractor after the suspension of performance; however, Purchasing Entity is still liable for cost of Goods and Services provided up until date of suspension. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work, including Subcontractor Work. c. Deny Payment Deny payment for Work, including Subcontractor Work, not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of GranteeContractor’s employees, agents, or Subcontractors from the Work, including Subcontractor Work, Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement Participating Addendum is deemed by the State to be contrary to the public interest or the State’s best interest. e. c. Intellectual Property If any WorkContractor shall, including Subcontractor Work, infringes, or if indemnify and defend the State in its sole discretion determines against any third-party claim alleging that any Worka Contractor-developed or manufactured product or Service directly infringes a United States patent or copyright (“Infringement Claim”), including Subcontractor Work, is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by and Contractor shall pay all damages finally awarded against the State by a court of competent jurisdiction for an Infringement Claim, and at its option: (i) secure that right to use such Work or Subcontractor Work for the State State, Purchasing Entity and GranteeContractor; (ii) replace the Work or Subcontractor Work with noninfringing Work or approved Subcontractor non infringing Work or modify the Work or approved Subcontractor Work so that it becomes noninfringing; or, (iii) remove any infringing Work or Subcontractor Work and grant the State a reo-rated refund the amount any amounts pre-paid for such Work the infringing product if it is a software product, or Subcontractor Work to a credit if the product is equipment Contractor’s duties under this section are conditioned upon (a) the State promptly notifying Contractor in writing of the Infringement Claim; (b) Contractor having primary control over the defense of the suit and all negotiations for its settlement or compromise, and (c) the State cooperating with Contactor and if requested by Contractor, providing reasonable assistance in the defense of the Infringement Claim. This Section provides the State’s sole and exclusive remedy and Contactor’s entire liability in the event of an Infringement Claim.