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(3) Impose liquidated damages as provided in this Master Agreement; and <br />(4) Suspend Contractor from being able to respond to future bid solicitations; and <br />(5) Suspend Contractor's performance; and <br />(6) Withhold payment until the default is remedied. <br />d. Unless otherwise specified in the Participating Addendum, in the event of a default <br />under a Participating Addendum, a Participating Entity shall provide a written notice of <br />default as described in this section and shall have all of the rights and remedies under <br />this paragraph regarding its participation in the Master Agreement, in addition to those <br />set forth in its Participating Addendum. Unless otherwise specified in a Purchase <br />Order, a Purchasing Entity shall provide written notice of default as described in this <br />section and have all of the rights and remedies under this paragraph and any applicable <br />Participating Addendum with respect to an Order placed by the Purchasing Entity. <br />Nothing in these Master Agreement Terms and Conditions shall be construed to limit <br />the rights and remedies available to a Purchasing Entity under the applicable <br />commercial code. <br />e. Contractor may discontinue performance if Purchasing Entity fails to pay any sum <br />due, or if after sixty (60) days written notice Participating Entity has not cured any other <br />failure to perform under this Master Agreement. <br />37. Waiver of Breach <br />Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default <br />or enforce any rights and remedies shall not operate as a waiver under this Master <br />Agreement or Participating Addendum. Any waiver by the Lead State, Participating <br />Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or <br />Participating Entity of any default, right or remedy under this Master Agreement or <br />Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or <br />breach of any terms or requirements of this Master Agreement, a Participating <br />Addendum, or Purchase Order shall not be construed or operate as a waiver of any <br />subsequent default or breach of such term or requirement, or of any other term or <br />requirement under this Master Agreement, Participating Addendum, or Purchase Order. <br />38. Debarment <br />The Contractor certifies that neither it nor its principals are presently debarred, <br />suspended, proposed for debarment, declared ineligible, or voluntarily excluded from <br />participation in this transaction (contract) by any governmental department or agency. <br />This certification represents a recurring certification made at the time any Order is <br />placed under this Master Agreement. If the Contractor cannot certify this statement, <br />attach a written explanation for review by the Lead State. <br />39. Indemnification <br />a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO <br />Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the <br />Attachment A: Page 23 of 31 <br />