Whereas, the Contractor and the Government have entered into Contract No.

under date of gether

19. which, towith any and all amendments, supplements changes, modifications, and thereto, is hereinafter referred to as "the contract"; and

Whereas, the Termination clause of the contract provides that the performance of work under the contract may at the convenience of the Government be terminated by the Government in whole, or from time to time in part, whenever the Contracting Officer shall determine that such termination is in the best interests of the Government, and that the Contractor and Contracting Officer may agree upon the whole or any part of the amount to be paid to the Contractor by reason of such termination; and

Whereas, by notice of termination dated the Government advised the Contractor of the complete termination of the contract for the convenience of the Government; and

Whereas, settlement of said terminated contract has been limited to adjustment of the fee.

Now, therefore, the parties hereto do mutually agree as follows:

ARTICLE 1. a. The Contractor has received the sum of $------ on account of its fee under the contract prior to the effective date of termination.

b. In addition, upon execution of this agreement, the Government agrees to pay to the Contractor or its assignee, upon presentation of properly certified invoices or vouchers, the sum of $------ [insert net amount to be paid on account of fee]. Said sum, together with all other sums heretofore paid on account of fee, constitutes payment in full and complete settlement of the amount due the Contractor on account of its fee under the contract.

ART. 2. The Contractor's allowable costs under the contract will continue to be reimbursed on Standard Form 1034 cost vouchers in accordance with the applicable provisions of the contract and of 32 CFR Part 8.

ART. 3. Notwithstanding any other provision of this agreement the following rights and liabilities of the parties under the contract are hereby reserved.

[The following list of reserved or excepted rights and liabilities is intended to cover those which most frequently be reserved, and which should in any event be scrutinized at the time a settlement agreement is signed (see 32 CFR 8.209-2). The suggested language of the enumerated excepted items on the list may be varied in the discretion of the Contracting Officer to cover more accurately the exceptions needed in a particular case. Where greater accuracy or completeness may be achieved by a reference to the number of the contract clause or provision covering the matter in question, this method of enumerating reserved rights and liabilities may be followed. Omit any of the following which are not applicable and add any additional exceptions or reservations required.]

(1) All rights and liabilities, if any, of the parties under the Renegotiation Act of 19. [insert reference to applicable Renegotiation Act].

(2) All rights and liabilities of the parties arising under the contract articles, if any, or otherwise which relate to reproduction rights, patent infringement, inventions, applications for patent and patents, including rights to assignments, invention reports and licenses, covenants of indemnity against patent risks and bonds for patent indemnity obligations, together with all rights and liabilities under any such bond.

(3) All rights of the Government to take the benefit of any adjustments of royalties under the Royalty Adjustment Act of 1942 (35 U. S. C. 89-96) and to take the benefit of agreements reducing or otherwise affecting royalties paid or payable in connection with performance of the contract.

(4) All rights and liabilities of the parties under the contract relating to options (except options to continue or increase the work under the contract), convenants not to compete, covenants of indemnity.

(5) All rights and liabilities of the parties under agreements with respect to the future care and disposition by the Contractor of Government-owned property remaining in its

custody.

(6) All rights and liabilities of the parties under the contract with respect to any and all Government property, furnished to or acquired by the Contractor for the performance of this contract.

(7) All rights and liabilities of the parties arising under the contract, or otherwise, concerning defects in, or guaranties or warranties relating to, any articles or component parts furnished to the Government by the Contractor pursuant to the contract or this agreement.

(8) All rights and liabilities, if any, of the parties under those clauses inserted in the contract because of the requirements of Acts of Congress and Executive Orders, including,

Whereas, the Contractor and the Governent have entered into Contract No. nder date of

19. which, tother with any and all amendments, anges, modifications, and supplements hereto, is hereinafter referred to as "the ontract"; and

Whereas, the contract provides that the erformance of work thereunder may at the onvenience of option of the Government be erminated by the Government in whole, or com time to time in part, whenever any uch termination is determined to be for he best interest of the Government, and hat the Contractor and Contracting Officer ay agree upon the whole or any part of he amount or amounts to be paid to the Contractor by reason of such termination; nd

Whereas, by the Notice of Termination ated ----, 19--, the Government adised the Contractor of the partial terminalon of the contract for the convenience or t the option of the Government as of the ate and to the extent provided in such Totice, to which reference is hereby made as o the part terminated, and said part is ereinafter referred to as "the terminated portion of the contract"; and

Whereas, the Contractor is willing to waive unconditionally any claim against the Government by reason of such termination. Now, therefore, the parties hereto agree as follows:

ARTICLE 1. The terminated portion of the contract is designated as follows: (Specify the terminated portion clearly as to items Including (1) item numbers, (11) descriptions, (lii) quantity terminated, (iv) unit price of items, (v) total price of terminated Items, and (vi) any other explanation nec

essary to avoid uncertainty or misunderstanding.)

ART. 2. The Contractor hereby unconditionally waives any claim against the Government arising under the terminated portion of the contract or by reason of its termination including, without limitation, all obligation of the Government to make further payments or to carry out other undertakings in connection with said terminated portion, and the Government acknowledges that the Contractor has no obligation to perform further work or services or to make further deliveries of articles or materials under the terminated portion of the contract: Provided, however, That nothing herein contained shall impair or affect in any way any other covenants, terms or conditions of the contract. And Provided further, That, with respect to the terminated portion of the contract, the following rights and liabilities of the parties are reserved:

(List reserved or excepted rights and liabilities; see 32 CFR § 8.209-2 and Article 7 of the agreement set forth in 32 CFR § 8.806-2.)

In witness whereof, etc. [25 F.R. 14241, Dec. 31, 1960]

§ 8.806-7 No Cost Settlement Agreement-Complete Termination. This supplemental agreement of settlement, entered into this day of

19, between the United States of America (hereinafter called "the Government"), represented by the Contracting Officer executing this contract, and

(1) A corporation organized and existing under the Laws of the State of

(11) A partnership consisting of

(iii) An individual doing business as

----;

(hereinafter called "the Contractor"). Witnesseth that:

Whereas, the Contractor and the Government have entered into Contract No. under date of 19, which, together with any and all amendments, changes, modifications, and supplements thereto, is hereinafter referred to as "the contract"; and

Whereas, the contract provides that the performance of work thereunder may at the convenience or option of the Government be terminated by the Government in whole, or from time to time in part, whenever any such termination is determined to be for the best interest of the Government, and that the Contractor and Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of such termination; and

Whereas, the Contractor is willing to waive unconditionally any claim against the Government by reason of such termination;

Now, therefore, the parties hereto agree as follows:

ARTICLE 1. The Contractor hereby unconditionally waives any claim against the Government by reason of the termination of the contract and, except as set forth below, releases it from any and all obligations arising under the contract or by reason of its termination, and the Government agrees that all obligations arising under the contract or by reason of its termination, shall be deemed to be concluded; except as follows:

(List reserved or excepted rights and liabilities; see 32 CFR 8.209-2 and Articles 6 of the agreement set forth in 32 CFR 8.806-1.)

In witness whereof, etc. [25 F.R. 14241, Dec. 31, 1960]

§ 8.807 DD Form 1114-Instructions for Use of Contract Termination Settlement and Inventory Schedule Forms.

See F-200.1114.

[28 F.R. 4891, May 16, 1963]