Government contract.

(a). The government may, subject to the provisions of paragraph (c) below, by written notice of default to the contractor, terminate the whole or any part of this contract in any one of the following circumstances:

(i). If the contractor fails to make delivery of the supplies or to perform the services within the time specified or any extension; or

(ii). If the contractor fails to perform any of the other provisions of this contract, or fails to make progress so as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure the failure within a period of 10 days (or any longer period as the contracting officer may authorize in writing) after receipt of notice from the contracting officer specifying the failure.

(b). In the event the government terminates this contract in whole or in part as provided in paragraph (a) of this clause, the government may procure, upon the terms and in a manner as the contracting officer may deem appropriate, supplies or services similar to those terminated, and the contractor shall be liable to the government for any excess costs for similar supplies or services: provided, that the contractor shall continue the performance of this contract to the extent not terminated under the provisions of this clause.

(c). Except with respect to defaults of subcontractors, the contractor shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the contractor. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the contractor. If the failure to perform is caused by the default of a subcontractor, and if the default arises out of causes beyond the control of both the contractor and subcontractor, and without the fault or negligence of either of them, the contractor shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the contractor to meet the required delivery schedule.

(d). If this contract is terminated as provided in paragraph (a) of this clause, the government, in addition to any other rights provided in this clause, may require the contractor to transfer title and deliver to the government, in the manner and to the extent directed by the contracting officer, (i) any completed supplies, and (ii) those partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (subsequently called "manufacturing materials") that the contractor has specifically produced or specifically acquired for the performance of any part of this contract that has been terminated; and the contractor shall, upon the direction of the contracting officer, protect and preserve property in the possession of the contractor in which the government has an interest. Payment for completed supplies delivered to and accepted by the government shall be at the contract price. Payment for manufacturing materials delivered to and accepted by the government and for the protection and preservation of property shall be in an amount agreed upon by the contracting officer.

(e). If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the government, be the same as if the notice of termination had been issued pursuant to the clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for the convenience of the government, the contract shall be equitably adjusted to compensate for the termination and the contract modified accordingly; failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes."

(f). The rights and remedies of the government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.