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ii. Remedies Not Involving Termination <br />The State, in its discretion, may exercise one or more of the following additional <br />remedies: <br />a. Suspend Performance <br />Suspend Grantee's performance with respect to all or any portion of the Work <br />pending corrective action as specified by the State without entitling Grantee to an <br />adjustment in price or cost or an adjustment in the performance schedule. Grantee <br />shall promptly cease performing Work and incurring costs in accordance with the <br />State's directive, and the State shall not be liable for costs incurred by Grantee <br />after the suspension of performance. <br />b. Withhold Payment <br />Withhold payment to Grantee until Grantee corrects its Work. <br />C. Deny Payment <br />Deny payment for Work not performed, or that due to Grantee's actions or <br />inactions, cannot be performed or if they were performed are reasonably of no <br />value to the state; provided, that any denial of payment shall be equal to the value <br />of the obligations not performed. <br />d. Removal <br />Demand immediate removal of any of Grantee's employees, agents, or <br />Subcontractors from the Work whom the State deems incompetent, careless, <br />insubordinate, unsuitable, or otherwise unacceptable or whose continued relation <br />to this Agreement is deemed by the State to be contrary to the public interest or <br />the State's best interest. <br />Intellectual Property <br />If any Work infringes, or if the State in its sole discretion determines that any <br />Work is likely to infringe, a patent, copyright, trademark, trade secret or other <br />intellectual property right, Grantee shall, as approved by the State (i) secure that <br />right to use such Work for the State and Contractor; (ii) replace the Work with <br />noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) <br />remove any infringing Work and refund the amount paid for such Work to the <br />State. <br />B. Grantee's Remedies <br />If the State is in breach of any provision of this Agreement and does not cure such breach, <br />Grantee, following the notice and cure period in §12.B., and the dispute resolution process in <br />§13., shall have all remedies available at law and equity. <br />14. DISPUTE RESOLUTION <br />A. Initial Resolution <br />Except as herein specifically provided otherwise, disputes concerning the performance of this <br />Agreement which cannot be resolved by the designated Agreement representatives shall be <br />referred in writing to a senior departmental management staff member designated by the State <br />and a senior manager designated by Grantee for resolution. <br />Contract Number: CTGGI 2018-1467 Page 13 of 22 Version 0817 <br />