2.

If the Subcontractor Fails to perform any of the other provisions of

this Subcontract, or so fails to make progress us to endanger per-

formance of this Subcontract in accordance with its tems, and in

either of these two circumstances does not cure such Failure within a

period of 10 days (or such longer period as the Contractor may authori
in writing) after receipt of notice from the Contractor specifying suci
failure.

b.

In the event the Contractor terminates this Subcontract in whole or in part
as provided in paragraph a of this Article, the Contractor may procure,

upon such terms and in such manner as the Contractor may deem appropriate,
supplies or services similar to those so terminated, and the Subcontractor
shall be liable to the Contractor for any excess costs for such similar
supplies or services: PROVIDED, that the Subcontractor shall continue the
performance of this subcontract

provisions of this Article.

c.

to the extent not terminated under the

Except with respect to defaults of lower-tier subcontractors, the Subcontractor shall not be liable for any excess costs if the failure to perform

the Subcontract arises out of causes beyond the control and without the
fault or negligence of the Subcontractor. Such causes may include, but are
not restricted to, acts of God or of- the public enemy, acts of the Govern—
ment in either its sovereign or contractual capacity, fires, floods,
epidemics, quarantine restrictions, strikes, freight emoargoes, 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 Subcontractor.
If the failure to perform is caused by the default of a lower~tier subcontractor, and if.such default arises out of causes beyond the control ef
both the Subcontractor and the Lower-tier subcontractor. and without the
fault or negligence of either of them, the Subcontractor shall not be liable
for any excess costs for failure to perform, wnless the supplies or services
to be furnished by the lower-tier subcontractor were obtainable from other

sources in sufficient time to permnit' the Subcontractor to meet the. required

delivery schedule.

If this Subcontract is terminated as prayided in paragraph a of this

Article, the Contractor, in addition tev any other rights provided in this
Article, may require the Subcontractgg” to transfer title and deliver to
the Contractor, in the manner and to™Mthe extent directed by the Contractor:
Ll) any completed supplies; and 2) such partially completed supplies and
materials, parts, tools, dies, jigs, fixturgs, plans, drawings, information,
and contract rights (hereinafter called "médifacturing materials") as the
Subcontractor has specifically produced
ox¢specifically acquired for the
performance of such part of this Subcontéitet as has been terminated: and
the Subcontractor shall, upon direction of the Contractor, protect and preserve property in possession of the Subcontractopjn which the Contractor
has an interest. Payment for completed supplieslivered to and accepted

vi

d.

‘by

the Contractor shall be at

the Subcontract

weice.

Payment for manufactur

ing materials delivered to and accepted by the Contracter and for the pro-

tection and preservation of property shall be in an amit agreed upon by
the Subcontractor and Contractor; failure to agree to such amount shall be
a dispute concerning a question of fact within the meqnhing of the Arcicle
of this Subcontract entitled "Disputes." The Contractor may withhold from

6

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