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ment), arrived at by deducting from the sept options to continue or increase the work

- has fur

Contracto Eate stat sum of $------ (for clalm submitted on terming

be paid ti mentory basis, Insert gross amount of content se and covenants of andemnity

, has been ment; for claim submitted on total cost back

terminatio alm, sold insert gross amount of settlement law

WHEREA rs, stored amount set forth in 5a above), (1) Ecoteament-owned property remaining in Governamount of - representing all unliqul

.

tractor of ated for, dated partial or progress payments previously

his custody,

contract fc thereof, made on account to the Contractor or

under the contract with respect to any con-
18) All rights and liabilities of the parties

ment as of
arriving assignee and all unliquidated advance pay
or sub-

vided in s

tract termination Inventory stored for the ments (with Interest, 11 any, thereon), and Atractor

hereby ma (2) the amount of $

Government pursuant to Article 1 hereof.

representing a mediate

said part applicable property disposal credits (and (8)

16) All rights and labilities of the parties

"terminate

under the contract with respect to any and uded in the amount of $. representing all other -tificate.

WHEREAS

all Covernment property furnished to the ers and

terms shall
contract except as hereinafter provided to

Contractor for the performance of this
contract

set forth:
e right, Article 6?). Said sum of $-- [Insert met
e con amount of settlement), together with all

1 All rights and labilities of the parties (8) The receive, other sums heretofore paid, constitutes pasning defects in, or guarantees or warran

using under the contract, or otherwise, conentory, ment in full and complete settlement of the

chased, su punted

ties relating to, any articles or component amount due the Contractor by reason of the

or otherwis

paris furnished to the Government by the nment complete termination of work under the con

contract a reto. tract and of all other claims and Habilities

Ontractor pursuant to the contract or this

sprement that, of the Contractor and the Government w

does not on In

) All rights and llabilities, if any, of the der the contract, except as hereinafter pro

production

perties under those clauses inserted in the 2 lnto vided in Article 6.

contract because of the requirements of ( this

ARTICLE 6. Notwithstanding any other prosub vision of this agreement, the following rights without limStation, any applicable clauses

Ing the us nent: and liabilities of the parties under the con- sting to the following topics: labor law, ble to ; (b)

tract are hereby reserved:
(The following list of reserved or excepted that of a llens, and “officials not to beneat."

(1) "CO rmi

rights and llabilities is intended to come tems those which should most frequently be rezable served, and which should in any event bo ther scrutinized at the time a settlement is signedtely modified. I med (see $ 1–8.209–2). The suggested language of atial

the enumerated excepted items on the list

may be varied in the discretion of the Conled

tracting Officer to cover more accurately the

exceptions needed in a particular came on

Where greater accuracy or completeness may Ay

be achieved by a reference to the number of ied

the contract clause or provision covering the ate matter in question, this method of enumer as ating reserved rights and labilities may be ch followed. Omit any of the following which n are not applicable and add any additional

exceptions or reservations required.] oh

(a) All rights and liabilities, if any, of the d parties under the Renegotiation Act of 19..

(c) d

[insert reference to applicable Renegotiatlon

Act). t.

(b) All rights and llabilities of the parties arising under the contract articles, 17 any, or otherwise which relate to reproduction rights, patent infringements, inventions, and applications for patent and patents, including rights to assignments, Invention reporta and licenses, covenants of idemnity against patent risks, and bonds for patent indemnity obligations, together with all rights and llabilities under any such bond.

(c) All rights and llabilities of the parties under the contract relating to options (ex

means any

minated p

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tooling, w

tract or E tabutes and Executive orders, including

tion inve acquired

nished pro mtingent fees, domestic articles, employ

property I the contract contains clauses of this

the Conti caracter inserted for reasons other than requirements of statutes or Executive orders, tract, wl

title by the suggested language should be appropri

cises its In Witness Whereof, etc.

(2) "G

means p 11-8806–2 Settlement agreement for quired a use in selling fixed-price prime con

sequenti tracts after partial termination.

available THIS SUPPLEMENTAL AGREEMENT OF SETTLE

(b) T 287, entered into this --- day of

contract 19.. between the UNITED STATES

eral Pre 3 hwzRICA (hereinafter called "the Govern

1.208),
Dezt“) represented by the Contracting om.
et executing this contract, and

tor, cal (1) A corporation organized and existing

for the under the laws of the State of

contrac b) A partnership consisting of ----10 An Indlvidual doing business

which

into by

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sold exc bereinafter called "the Contractor").

matert RENESSETH THAT:

NOW Wauzas, the Contractor and the Govern tually tant have entered into Contract No.

ARTE mla date of 19.- which, to

contre ther with any and all amendments,

the ti bangas , modifications, and supplements

inclu bereto, 1 herelnafter referred to as "the matract"; and

tions FERIAS, the Termination for Convenience

price & the Government clause of the contract

Items prorides that the performance of work under sary de contract may at the convenlence of the

stan Borerament be terminated by the GovernDet in whole, or from time to time in part,

all tenter the contracting Officer shall deter

ing be that such termination is in the best

AF

30

quir

ced on a

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deduhy cept options to continue or Increase the work Interest of the Government, and that the

under the contract), covenants not to com Contractor and Contracting Oficer may agreo 058 anys pete, and covenants of Indemnity.

upon the whole or any part of the amount to (d) All rights and llabilities of the parties be paid to the Contractor by reason of such

under agreements with respect to the future termination; and ba abone care and disposition by the Contractor of WHEREAS, by notice of termination dated essentiayi Government-owned property remaining in

the Government advised the Conhis custody.

tractor of the partial termination of the (e) All rights and llabilities of the parties contract for the convenience of the Govern

under the contract with respect to any con ment as of the date and to the extent proaby, the

tract termination Inventory stored for the vided in such notice, to which reference is Government pursuant to Article 1 hereof. hereby made as to the part terminated, and

(1) All rights and liabilities of the parties said part is hereinafter referred to as the under the contract with respect to any and "terminated portion of the contract"; and all Government property furnished to the WHEREAS, as used herein, the following Contractor for the performance of this tèrms shall have the meanings hereinafter contract.

set forth: (8) All rights and liabilities of the parties (a) The term "termination inventory" arising under the contract, or otherwise, con means any items of physical property purcerning defects in, or guarantees or warran chased, supplied, manufactured, furnished,

ties relating to, any articles or component or otherwise acquired for performance of the by rent

parts furnished to the Government by the contract and properly allocable to the terContractor pursuant to the contract or this minated portion of the contract. The term agreement.

does not include any facilities, material, Goren

(b) All rights and liabilities, 11 any, of tho production or other equipment, or special bereit

parties under those clauses Inserted in the tooling, which are subject to a separate concontract because of the requirements of

tract or special contract provision govern3 207 Ch statutes and Executive orders, including ing the use or disposition thereof. Terminafollst2 without limitation, any applicable clauses tion Inventory may include contractorunde i relating to the following topics: labor law, acquired property and Government-surcontingent fees, .domestic articles, employ

nished property as defined below. Teder! ment of a llens, and "officials not to benefit."

(1) “Contractor-acquired property" means 11 the contract contains clauses of this property procured or otherwise provided by character inserted for reasons other than

the Contractor for the performance of a conque requirements of statutes or Executive orders, tract, whether or not the Government has ab A the suggested language should be appropri

title by the terms of the Contract or exer=mel ately modified.)

cises its contractual right to take title. In Witness Whereof, etc.

(2) "Government-furnished property"

means property in the possession of or ac81-8.806-2 Settlement agreement for quired directly by the Government, and sub

use in settling fixed-price prime con sequently delivered ОГ otherwise made tracts after partial termination.

available to the Contractor. THIS SUPPLEMENTAL AGREEMENT OF SETTLE

(b) The term "subcontract" means any MENT, entered into this

day of

contract, as defined in § 1-1.208 of the Fed19.. between the UNITED STATES

eral Procurement Regulations (41 CFR 1OF AMERICA (hereinafter called "the Govern

1.208), other than a prime contract, entered de ment") represented by the Contracting Om

into by a prime contractor or a subcontraccer executing this contract, and

tor, calling for supplies or services required play (a) A corporation organized and existing

for the performance of any one or more primo under the laws of the State of

contracts. (b) A partnership consisting of..

(c) The term "scrap" means property (c) An individual doing business

which has no reasonable prospect of being

sold except for the recovery value of its basto (hereinafter called "the Contractor").

material content. WITNESSETH THAT:

NOW, THEREFORE, the parties bereto do muWHEREAS, the Contractor and the Govern tually agree as follows: be ment have entered into Contract No.

ARTICLE 1. The terminated portion of tho under date of

19.. which, together with any and all

contract is designated as follows: (specity

amendments, changes, modifications, and supplements

the terminated portion clearly as to Items, thereto, 18 hereinafter referred to as "the

Including (a) Item numbers, (b) descripcontract"; and

tions, (c) quantity terminated, (d) unit WHEREAS, the Termination for Convenience

price of items, (e) total price of terminatod of the Government clause of the contract

Items, and (1) any other explanation necesprovides that the performance of work under

sary to avoid uncertainty or misunderthe contract may at the convenience of the

standing.) Government be terminated by the Govern

ARTICLE 2. The Contractor certides that ment in whole, or from time to time in part,

all contract termination inventory (includwhenever the Contracting Oficer shall deter

ing scrap) has been retained or otherwise acmine that such termination is in the best

quired by him, sold to third parties, returned

as

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(6) All rights and llabilities of the parties

or otherwise which relate to reproduction

applications for patents, including rights
to assignments, Invention reports and 1.

(b) All rights and labilities, if any, a ball determine that such termination is in

batractor of the (complete termination of

contract ment, de unliquidated partial or progress payment

ment as otherwise oceeds or previously made on account to the Contracte arising

under the contract articles, 19 any

vided in or his assignee and all unliquidated advance

hereby m have been Els agreepayments (with interest, if any, thereon) a rights

, patent infringements,
Inventions, and

sald part plicable to the terminated portion of the

terminate contract and (b) the amount of B......

WHEREA certifies representing all applicable property disposal

censes, covenants of indemnity against pat

with the is agree credits. Said sum of $---- (Insert Det

ent risks, and bonds for patent Indemnity

entered nmediate amount of settlement), together with all

obllgations, together with all rights and luded in

(among o other sums heretofore paid, constitutes par

llabilities under any such bond. has fur

terminate ment in full and complete settlement of the

(d) All rights and llabilities of the parties

settlemen e stating amount due the Contractor with respect to

ustsing under the contract, or otherwise, ution in

minated the terminated portion of the contract

, er

concerning defects in, or guarantees or warretained

with the t cept as hereinafter provided in Article ?

motles relating to, any articles or component to third

of the cor ARTICLE 7. Upon payment of sald sum

parts furnished to the Government by the for the (insert net amount of settlement),

Contractor pursuant to the contract or this Notice of rnment,

the Govern all obligations of the Contractor to perlom agreement. and all further work or services or to make further

(6) All rights and labilities of the parties WHEREAS deliveries under the terminated portion of with respect to any contract termination portion of at the

the contract and all obligations of the Gore nentory stored for the Government pur. tractor wh. ubconernment to make further payments or to

meant to Article 2 bereof.

of the subc cor has carry out other undertakings in connection

In Witness Whereof, etc.

WHEREAS e sub therewith shall cease: Provided, however,

terms shal ed in

11-8.806–3 Partial settlement agreeThat nothing herein contained shall impar

set forth:
ificate.
or affect in any way any covenants, terms, ar

ment
, for use in settling fixed-price

(a) The rs and conditions of the contract relating to the

prime contracts after complete or

means any right, completed or continued portion thereol

:

partial termination where settlement chased, su ConAnd provided further, That, with respect to

pertains only to settlements with sub

or otherwis eceive, the terminated portion of the contract

, the
contractors.

contract ar ntory, following rights and Uabilities of the partie THIS SUPPLEMENTAL AGREEMENT OF SETTLE

minated pc ed for, are reserved.

KERT, entered into this day of

does not inc (The following list of reserved or exceptad -..., 19.. between the UNITED STATES OF

duction or rights and llabilities relating to the termi ALETICA (berelnafter called "the Govern

Ing, which that. nated portion of the contract is intended to Deat") represented by the Contracting 01.

contract or n in cover those which should most frequently be leer executing this contract, and

erning the into reserved, and which should in any event bo

(8) A corporation organized and existing

mination in 3 set scrutinized at the time a settlement agree

under the laws of the State of .....

acquired prc sub ment is signed (see $ 1-8.209–2). The sur

(b) A partnership consisting of nent:

property as gested language of the enumerated excepted

(6) An Individual doing business le to Items on the list may be varied in the dis

(1) "Cont

89 (b) cretion of the Contracting Officer to come

property pro able

the contract more accurately the exceptions needed to ated a particular case. Where greater accuracy ar

tract, wheth not

title by the t completeness may be achieved by a reference Ith

its contractu to the number of the contract clause or proork;

19..

(2) "Gover the

vision covering the matter in question, the nge

method of enumerating reserved rights and ates

llabilities may be followed. Omit any a and

the following which are not applicable and

add any additional execeptions or reservado n

tions required.) ay

(a) All rights and llabilities, 1 any, of LO)

the parties under the Renegotiation Act of Ced

19.. (Insert reference to applicable Rede te

gotiation Act). Sch

the parties under those clauses Inserted lo ad

the contract because of the requirements ar statutes and Executive orders, including, without limitation, any applicable clause

relating to the following topics: labor 18W e contingent fees, domestic articles, emplog.

ment of allens, and "officials not to benefit." [If the contract contains clauses of this character inserted for reasons other than requirements of statutes or Executive orders

, the suggested language should be appro

priately modified.] 482

11 any,

t any

(berelnafter called "the Contractor").
FITNESSETH TEAT:
Waness, the Contractor and the Gov.
trament have entered into Contract No.

under date of
Thleh, together with any and all amend-
teate, changes, modifications, and supple-
sents thereto, is hereinafter referred to as
the contract"; and

WARRAS, the Termination for Conven-
lance of the Government clause of the con-
maet provldes that the performance of work
under the contract may at the convenience
the Government be terminated by the
Government to whole, or from time to time

the

De best interest of the Government, and
that the Contractor and Contracting Oncer
may agree upon the whole or any part of the
kwaunt to be pald to the Contractor by rea-
wa of such termination; and
Macetas, by notice of termination dated

the Government advised the

means prope quired direct sequently del able to the CC

(b) The te contracts, as eral Procure 1-1.208), othe tered into by tractor, calli required for t more prime co

(c) The te which has no sold except 1 basic material

Now, THERE mutually agree

ARTICLE 1. (a prior to the exe of the Contract whose claim is

du contract for the convenience of the
Covernment:) " (partial termination of the

"lowest appropriato phrase.

* Insert wher

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(c) All rights and liabilities of the parties ant to arlsing under the contract articles, if any, nlipukan or otherwise which relate to reproduction 18.07 rights, patent infringements, Inventions, and sted pare applications for patents, including rights 80234 to assignments, Invention reports and 11le proper censes. covenants of indemnity against pat

ent risks, and bonds for patent indemnity together obligations, together with all rights and Id, oot llabilities under any such bond.

(d) All rights and liabilities of the parties Eorp, arlsing under the contract, or otherwise, ( the en concerning defects in, or guarantees or warded but ranties relating to, any articles or component at ou parts furnished to the Government by the Dt de Contractor pursuant to the contract or tbls tracta y agreement.

(e) All rights and llabilities of the parties Insted with respect to any contract termination tione di inventory stored for the Government purpara suant to Article 2 hereof.

In Witness Whereof, etc. 8 1-8.806–3 Partial settlement agree.

ment, for use in settling fixed-price

prime contracts after complete or porta:

partial termination where settlement

pertains only to settlements with subhe cand contractors.

THIS SUPPLEMENTAL AGREEMENT OF SETTLEMENT, entered into this

day of ved er:

19.. between the UNITED STATES OF 3 tb AMERICA (hereinafter called “the Governto be ment") represented by the Contracting 01Et treu acer executing this contract, and

(a) A corporation organized and existing tiene under the laws of the State of

(b) A partnership consisting of
(c) An individual doing business

contract for the convenience of the Govorn. ment as of the date and to the extent provided in such notice, to which reference 19 hereby made as to the part terminated, and said part is hereinafter referred to as “tho terminated portion of the contract";) ' and

WHEREAS, the Contractor, in connection with the performance of the contract, has entered into the following subcontracts (among others]: ' (Insert here a list of the terminated subcontracts included in this settlement), which subcontracts were torminated by the Contractor in accordance with the termination for convenience clauso of the contract and in accordance with the Notice of Termination received by him from the Government; and

WHEREAS, the parties desire to settle that portion of the termination claim of the Con. tractor which is based upon the termination of the subcontracts listed herein; and

WHEREAS, as used herein, the following terms shall have the meanings hereinaftor set forth:

(a) The term “termination Inventory" means any items of physical property purchased, supplied manufactured, furnished, or otherwise acquired for performance of tho contract and properly allocable to the terminated portion of the contract. The term does not include any facilities, material, production or other equipment, or special tooling, which are subject to & separato contract or a special contract provision governing the use or disposition thereof. Termination Inventory may include contractoracquired property and Government-furnished property as defined below.

(i) "Contractor-acquired property" means property procured or otherwise provided by the contractor for the performance of a contract, whether or not the Government has title by the terms of the contract or exercises its contractual right to take title.

(2) "Government-furnished property" means property in the possession of or acquired directly by the Government, and subsequently delivered or otherwise made available to the Contractor.

(b) The term "subcontract" means any contracts, as defined in § 1-1.208 of the Fod. eral Procurement Regulations (41 CFR 1-1.208), other than a prime contract, entered into by a prime contractor or a subcon. tractor, calling for supplies or services required for the performance of any one or more prime contracts.

(c) The term "scrap" means property which has no reasonable prospect of being sold except for the recovery value of its basic material content.

Now, THEREFORE, tho parties horeto do mutually agree as follows:

ARTICLE 1. (a) The contractor certidos that, prior to the execution of this agreement, each of the Contractor's immediate subcontractors whose claim is included in the Pan settled

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Ricer(hereinafter called "the Contractor").

WITNESSETH TEAT:

WHEREAS, the Contractor and the Gov. Day on ernment 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 Termination for Conven(lence of the Government clause of the con

tract provides that the performance of work .!! under the contract may at the convenience stol of the Government be terminated by the Sahidi Government in whole, or from time to time

in part, whenever the Contracting Omcer
shall determine that such termination is in
the best interest of the Government, and
that the Contractor and Contracting Omcer
may agree upon the whole or any part of the
amount to be paid to the Contractor by rea-
son 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;] ' (partial termination of the

* Insert appropriate phrase.

: Insert where approp!

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Con

all his includ. berwise Hes, reStovern-otherroceeds e taken ment of ad (2)

from whose bstan.

-8 and right,

Con. 20 reminds not ereby of his

Con. pay(10) ided Eulate

88bich

the due uch

should be the net amount of this partial

WHEREAS, & used herein, the following contractors

claim & su settlement, arrived at by deducting from the

terms shall have the meanings hereinafter gross amount of settlements with subject

(b) The

Het forth: subcontractors as approved by the Contract

conveys to

() The term "termination inventory" ing Oficer; the second amount to be inserted

ütle, and 11 above, which is that portion of partial, prog.

means any Items of physical property pur

tor has re

chased, supplied, manufactured, furnished, ress, or advance payments liquidated by the

th in and to

or otherwise acqulred for performance agreement.]

tory, as

contract and properly allocable to the termiARTICLE 5. Notwithstanding any other pro

counted for

lated portion of the contract. The term vision of this agreement, the following righta

ernment &1

does not include any facilities, material, proand Habilities of the parties under the code

thereto,

duction or other equipment, or special tooltract are hereby reserved:

ARTICLE 3 ing, whlch are subject to a separate contract

with respec (Insert here a list of the reserved or ex.

at a special contract provision governing the cepted rights and Habilities of the Govern.

age a disposition thereof. Termination ventory the ment and the Contractor (see $ 1-8.209–2).

account in

pregtory may include contractor-acquired
Reference is made to Instructions set forth property and Government-furnished prop settlement,
in Article 6 of the agreement set forth in

erty as defined below.

contract cle 8 1-8.806–1 and Article 7 of the agreement (1) "Contractor-acquired property" means (a) all such set forth in $ 1-8.806-2 and to the reserved at property procured or otherwise provided by the termina excepted rights and Habilities set forth in the Contractor for the performance of a such items a those articles, which may be used as appro

ontract, whether or not the Government has quantitative priately modified to meet the requirementu title by the terms of the contract or exercises portion of t of any given settlement hereunder.) in contractual right to take title.

not include In Witness Whereof, etc.

(9) "Government-furnished property"

without loss

melns property in the possession of or work; and
$1–8.806–4 Settlement agreement for usquired directly by the Government, and the Contrac
use in settling cost-reimbursement

mbsequently delivered or otherwise mado change in the
type prime contracts after complete rallable to the Contractor.

the dates of termination where settlement in (6) The term "subcontract" means any

ules and the cludes costs.

sentract, as defined in 11-1.208 of the Fed ARTICLE 4. THIS SUPPLEMENTAL AGREEMENT OF SETTLS

la Procurement Regulations (41 CFR

tor has not
MENT, entered into this

day of
-1208), other than a prime contract, en-

the Contract
19.. between the UNITED STATES DI

tered into by a prime contractor or a sub after receipt AMERICA (hereinafter called "the Govern.

matractor, calling for supplies or services

hereunder, 1 ment") represented by the Contracting

quired for the performance of any one or

subcontracto Oficer executing this contract, and

more prime contracts.

signees) the (a) A corporation organized and exdating

(e) The term "scrap” means property they are en under the laws of the State of

thich has no reasonable prospect of being

Contractor sc (b) A partnership consisting of

old except for the recovery value of its and payable (c) An individual doing business N

contractors.

NOW, THEREPORE, the parties hereto do ARTICLE 5. (hereinafter called “the Contractor").

butually agree as follows:

the sum of $. WITNESS THAT:

Aricus 1. The Contractor certides that

all contract termination Inventory (includWHEREAS, the Contractor and the Govero.

scrap) has been retained or otherwise

der the contr ment have entered into Contract No.

kequired by blm, sold to third parties, re

of terminatio under date of

tened to suppllers, stored for the Govern

this negotiate
gether with any and
all Amendments,

and acknowle
changes, modifications, and supplementa

tor, subject t thereto, is hereinafter referred to as "the

hereof, to ret contract"; and WHEREAS, the Termination for Default a

tion of the to Convenience of the Government clause of

tractor 18 enti the contract provides that the performance of work under the contract may at the cod.

(b) In addi venience of the Government be terminated

agreement the by the Government in whole, or from time to time in part, whenever the Contracting

sum of .. Officer shall determine that such termina. tion 18 in the best interest of the Govern.

sum of $. ment, and that the Contractor and Contract ing Officer may agree upon the whole or any part of the amount to be paid to the Con. tractor 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

of any, thereo Government; and

hat, Zerere int

of etrly che or of

bestic material content

services perto

--, 19.-- which, to

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meat, dellvered to the Government, or other-
The properly accounted for, and all proceeds
er retention prices thereof, if any, have been and agrees the
taken into account in arriving at this agree-
ARTICLE 2. (8) The Contractor certifies

tlement of the
prior to the execution of this agree-
sest, each of the Contractor's immediate
Fabeentractors whose claim Is Included in the

the Contractos

entation of pr
dalam settled by this agreement has tur-
Sished to the Contractor a certificate stating

tlement), arri
0) that all of his subcontract termination
breatory (Including scrap) has been re tlement less
Sed or otherwise acquired by him, sold to

5(a) above),
sed parties, returned to suppliers, stored

representing al
bz the Government, delivered to the Glove ress payments
mement
, or otherwise properly accounted for,

to the Contract
Noul proceeds or retention prices thereof.

liquidated adve
tay. were taken into account in arriving
i be settlement of the subcontract or sub-

represe
operacts, and (2) that the subcontractor has
reined from each of the immediate sub-

disposal credit

represe

84

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