The acceptance of Final Payment shall constitute a waiver of all claims by Contractor except those previously made in writing and identified by Contractor as unsettled at the time of the Final Request for payment.
University shall have the right to verify the details set forth in Contractor's billings, certificates, and statements, either before or after payment therefor, by (1) inspecting the books and records of Contractor at mutually convenient times; (2) examining any reports with respect to the Project; (3) interviewing Contractor's employees; (4) visiting any place where performance of all or a portion of the Project occurs; and (5) other reasonable action.
Ownership and Use of Work Material.
All drawings, specifications, plans, computations, sketches, data, photographs, tapes, renderings, models, publications, statements, accounts, reports, studies, and other materials prepared by Contractor or any subcontractors in connection with the Work (collectively, "Work Material"), whether or not accepted or rejected by University, are the property of University and for its exclusive use and re-use at any time without further compensation and without any restrictions.
Contractor hereby grants and assigns to University all rights and claims of whatever nature and whether now or hereafter arising in and to the Work Material and shall cooperate fully with University in any steps University may take to obtain copyright, trademark or like protections with respect thereto.
University shall have the right to use the Work Material for the completion of the Work or otherwise. University may, at all times, retain the originals of the Work Material. The Work Material shall not to be used by any person other than University on other projects unless expressly authorized by University in writing.
The Work Material shall not be used or published by Contractor or any other party unless expressly authorized by University in writing. Contractor shall treat all Work Material as confidential.
Default and Termination.
In the event of a material failure by a party hereunder to perform in accordance with the terms hereof, the other party may terminate this Agreement upon fifteen (15) days’ written notice of termination setting forth the nature of the failure (the termination shall not be effective if the failure is fully cured prior to the end of the fifteen-day period), provided that, said failure is through no fault of the terminating party.
University may, without cause, terminate this Agreement at any time upon giving seven (7) days' advance notice to Contractor. Upon termination pursuant to this Section, Contractor shall be entitled to payment of such amount as shall compensate Contractor for the services satisfactorily performed from the time of the last payment date to the termination date in accordance with this Agreement, provided that, Contractor shall have delivered to University such statements, accounts, reports and other materials as required by Section 8.d., and provided that, Contractor shall have delivered to University all reports, documents and other materials prepared by Contractor prior to the termination date. Notwithstanding any provision in this Agreement to the contrary, University shall not be required to pay or reimburse Contractor for any services performed or expenses incurred by