TranSystems Corporation - LGM Construction

exercises the termination right, Contractor shall promptly do the following unless FedEx directs
it to do otherwise by written notice:
(i) immediately stop the Work;
(ii) reduce its staff, services and outstanding commitments in order to
minimize the cost of termination;
(iii) terminate outstanding orders and Subcontracts other than those the
assignment of which FedEx is accepting in connection with the
termination;
(iv) settle the liabilities and claims arising out of the termination of
Subcontracts and orders;
(v) transfer title to, and deliver to, FedEx that part of the Work that
had been completed as of the effective date of the termination and,
if paid for by FedEx, all Materials and contract rights that
Contractor has acquired in the performance of the Work.
Moreover, if FedEx terminates this Agreement on the authority of this Article 25, Contractor
shall also deliver to FedEx all records, including, without limitation, computer records and “asbuilt”
drawings, that are in its possession and that of its agents and Subcontractors and that relate
to the Work and all information that FedEx will need in order to be able to access and use those
records.
Section 25.06. No Duty to Terminate.
The right of either party to terminate this Agreement
or to suspend the Work does not give rise to a duty to exercise that right for the benefit of the
other party or any other person or entity.
ARTICLE 26
ALTERNATIVE DISPUTE RESOLUTION
Section 26.01. Alternative Dispute Resolution.
(a) The parties shall attempt in good faith
to resolve any dispute arising out of or relating to the breach, termination or validity of this
Agreement in the following manner:
(i) Either party may give the other party written notice of any dispute
not resolved in the normal course of business. That notice must set
forth the basis for the initiating party’s claim and the
documentation that the initiating party believes supports its claim.
Project managers of both parties, at levels at least one step above
the project personnel who have previously been involved in the
dispute, will meet at a mutually acceptable time and place within
ten days after the date of the delivery of that notice and as often
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