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d) If the Contract is terminated for default, the State may require the Contractor to transfer <br />title, or in the case of licensed Software, license, and deliver to the State, as directed by <br />the Buyer, any: <br />i. completed Deliverables; <br />ii. partially completed Deliverables, and, <br />iii. subject to provisions of sub-section e) below, Manufacturing Materials related to <br />the terminated portion of this Contract. Nothing in this sub-section d) will be <br />construed to grant the State rights to Deliverables that it would not have received <br />had this Contract been fully performed. Upon direction of the Buyer, the <br />Contractor shall also protect and preserve property in its possession in which the <br />State has an interest. <br />e) The State shall pay Contract price for completed Deliverables delivered and accepted and <br />items the State requires the Contractor to transfer under section (d) above. Unless the <br />Statement of Work calls for different procedures or requires no-charge delivery of <br />materials, the Contractor and Buyer shall attempt to agree on the amount of payment for <br />Manufacturing Materials and other materials delivered and accepted by the State for the <br />protection and preservation of the property; provided that where the Contractor has billed <br />the State for any such materials, no additional charge will apply. Failure to agree will <br />constitute a dispute under the Disputes clause. The State may withhold from these <br />amounts any sum it determines to be necessary to protect the State against loss because <br />of outstanding liens or claims of former lien holders. <br />f) If, after termination, it is determined by a final decision that is determined by a final <br />decision that Contractor’s negligence or willful misconduct; or (iv) to costs the Contractor <br />was not in default, the rights and obligations of the parties shall be the same as if the <br />termination had been issued for the convenience of the State. <br />g) Both parties, State and Contractor, upon any termination for default, have a duty to <br />mitigate the damages suffered by it. <br />h) The rights and remedies of the State in this clause are in addition to any other rights and <br />remedies provided by law or under this Contract, and are subject to the clause titled <br />DocuSign Envelope ID: 8A67B327-8D8D-41F3-A9AA-0E6612310575