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notice, CCSE may terminate this Agreement. CCSE shall provide PARTICIPANT with at least five <br />(5) days written notice of the effective termination date if the termination is based upon CCSE's <br />dissatisfaction with PARTICIPANT'S performance under this Agreement. If the termination is <br />based upon DOE'S notification that CCSE and/or PARTICIPANT has failed to perform, then CCSE <br />shall provide PARTICIPANT with written notice as soon as it is reasonably able to do so upon <br />receipt of the same from DOE. <br />B. In addition to any other rights and remedies allowed by law and this <br />Agreement, either Party may terminate this Agreement without cause by giving thirty (30) days <br />prior written notice to the other Party. <br />C. This Agreement shall be deemed terminated effective upon the date <br />referred to in the notice of termination. In that event, PARTICIPANT shall deliver all finished or <br />unfinished documents and other materials, to CCSE at CCSE's option. <br />D. Upon termination of this Agreement, or at any time CCSE so requests, <br />and payment to PARTICIPANT for all services provided to that date, PARTICIPANT shall deliver <br />immediately to CCSE all property belonging to CCSE and the DOE, whether given to <br />PARTICIPANT by CCSE or DOE or prepared by PARTICIPANT in the course of rendering the <br />Services, including all Work Product (as defined below) then in progress and all material in <br />PARTICIPANT'S possession that contains CCSE's or DOE'S Proprietary Information (as defined <br />below) and any copies thereof, whether prepared by PARTICIPANT or others under <br />PARTICIPANT'S control. Following termination, PARTICIPANT shall not retain any written or <br />other tangible (including machine-readable) material containing any Proprietary Information. <br />E. In addition to any other rights and remedies allowed by law and this <br />Agreement, CCSE shall have the unilateral right to terminate the Agreement upon two (2) <br />business days' written notice to PARTICIPANT in the event that DOE terminates its Prime <br />Contract for Labor and/or Services with CCSE. In the event of such termination, PARTICIPANT <br />shall cease providing services, CCSE shall compensate PARTICIPANT for all services provided <br />prior to notification and for all costs of termination incurred by PARTICIPANT as a result of the <br />notification of termination. <br />F. In the event PARTICIPANT terminates the Agreement, PARTICIPANT shall <br />be solely responsible for any obligations incurred by PARTICIPANT for non-cancellable <br />obligations with any third party. In the event CCSE terminates the Agreement, PARTICIPANT <br />shall provide written notice to CCSE within five (5) days of receipt of notice of termination, or <br />two (2) days prior to the termination date, whichever occurs first, as to the existence of any <br />non-cancellable obligations incurred by PARTICIPANT. <br />G. Upon termination of this Agreement by either Party, PARTICIPANT shall <br />not be entitled to any damages or loss of profits as against CCSE. PARTICIPANT'S sole right to <br />compensation for the Services actually performed and the costs and expenses actually incurred <br />to the date of termination shall be limited to its rights as set forth in Section 2 above. <br />3