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Terms and Conditions Governing Contracts between a Grantee and Contractor for Professional or Technical Services In addition to any conditions specified in Part I, this Contract is subject to all of the conditions listed below. Waiver of any of these conditions must be upon the express wrLtten approval of an authorized representative of the Department of Commerce and such waiver shall be made a part of this Contract. 1. Termination of Contract. IF, through any cause, the Contractor shall Fail to fulfill in a timely and proper manner his obligation under this contract, or if the Contractor shall violate any of the covenants, agreements or stipulations of this Contract, or if the grant ueder which this Contract is made is terminated by DOE, the Grantee shall thereupon have the right to terminate this contract by giving written notice to the Contractor of such termination and specifying the effective date thereof. IF the Contractor is unable or unwilling to comply with such additional conditions as may be lawfully imposed by DOE on the grant or contract under %~hieh the Grantee is performing the program to which these professional services are being rendered, the Contractor shall have the right to terminate the Contract by giving written notice to the Grantee, signifying the effective date thereof. In the event of the termination all property and finished or unfinished documents, data, studies, and repOrts purchased or prepared by the Contractor under this Contract shall, at the option of the Grantee, become its property and the Contractor shall be entitled to compensation for any unreimbursed expenses necessarily incurred in satisfactory performance of the Contract. Notwithstanding the above, the Contractor shall not be relieved of liability to the Grantee for damages sustained by the Grantee by virtue of any breach of Contracts executed under this grant p_rogram by the Contractor, and the Grantee may withhold any reimbursement to the Contractor for the purpose of set-off _a~ainst this and/or prior contracts execute~ under this grant program until such time as the exact amount of damages due the Grantee from the Contractor is agreed upOn or otherwise determined. 2. Changes. The Grantee may, from time to time, request changes in the scope of the services of the Contractor to be performed hereunder. Such changes, including any increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon by and between the Grantee and the Contradict, must be incorporated in written amendments to this Contract. 3. Travel Expenses. If the Contractor is to be reimbursed for travel expenses, and (1) if the Contractor is a public agency, expenses charged For travel shall not exceed those allowable under the customary practice in the government of which the agency is a part; or (2) if the Contractor is a private agency, expenses charged for travel shall not exceed those which would be allowed under the rules of the United States Government governing official travel by its employees.