no fault of the terminating party. The termination will not be effective if the material failure is fully cured prior to the end of the fifteen-day period. 8.2 University may, without cause, terminate this Agreement at any time upon giving seven (7) days' advance written notice to Contractor. Upon termination pursuant to this Section, Contractor will be entitled to payment of an amount that will compensate Contractor for the Work satisfactorily performed from the time of the last payment date to the termination date in accordance with this Agreement; provided , that , Contractor has delivered all Work Material to University. Notwithstanding any provision in this Agreement to the contrary, University will not be required to pay or reimburse Contractor for any services performed or for expenses incurred by Contractor after the date of the termination notice that could have been avoided or mitigated by Contractor. 8.3 Termination under Sections 8.1 or 8.2 will not relieve Contractor from liability for any default or breach under this Agreement or any other act or omission of Contractor. APPENDIX TWO Page 5 of 21
8.4 If Contractor fails to cure any default within fifteen (15) days after receiving written notice of the default, University will be entitled (but will not be obligated) to cure the default and will have the right to offset against all amounts due to Contractor under this Agreement, any and all reasonable expenses incurred in connection with University’s curative actions. 9. Indemnification 9.1 T O THE FULLEST EXTENT PERMITTED BY LAW , C ONTRACTOR WILL AND DOES HEREBY AGREE TO INDEMNIFY , PROTECT , DEFEND WITH COUNSEL APPROVED BY U NIVERSITY , AND HOLD HARMLESS U NIVERSITY AND T HE U NIVERSITY OF T EXAS S YSTEM , AND THEIR RESPECTIVE AFFILIATED ENTERPRISES , REGENTS , OFFICERS , DIRECTORS , ATTORNEYS , EMPLOYEES , REPRESENTATIVES AND AGENTS ( COLLECTIVELY “ I NDEMNITEES ”) FROM AND AGAINST ALL DAMAGES , LOSSES , LIENS , CAUSES OF ACTION , SUITS , JUDGMENTS , EXPENSES , AND OTHER CLAIMS OF ANY NATURE , KIND , OR DESCRIPTION , INCLUDING REASONABLE ATTORNEYS ’ FEES INCURRED IN INVESTIGATING , DEFENDING OR SETTLING ANY OF THE FOREGOING ( COLLECTIVELY “ C LAIMS ”) BY ANY PERSON OR ENTITY , ARISING OUT OF , CAUSED BY , OR RESULTING FROM C ONTRACTOR ’ S PERFORMANCE UNDER OR BREACH OF THIS A GREEMENT AND THAT ARE CAUSED IN WHOLE OR IN PART BY ANY NEGLIGENT ACT , NEGLIGENT OMISSION OR WILLFUL MISCONDUCT OF C ONTRACTOR , ANYONE DIRECTLY EMPLOYED BY C ONTRACTOR OR ANYONE FOR WHOSE ACTS C ONTRACTOR MAY BE LIABLE . T HE PROVISIONS OF THIS S ECTION WILL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT WHICH ANY I NDEMNITEE HAS BY LAW OR EQUITY . A LL PARTIES WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE . 9.2 I N ADDITION , C ONTRACTOR WILL AND DOES HEREBY AGREE TO INDEMNIFY , PROTECT , DEFEND WITH COUNSEL APPROVED BY U NIVERSITY , AND HOLD HARMLESS I NDEMNITEES FROM AND AGAINST ALL CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT , COPYRIGHT , TRADEMARK OR OTHER PROPRIETARY INTEREST ARISING BY OR OUT OF THE
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