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B. Any violations or breach of the terms stated herein, by the h7dependent Contractor, shall provide the ODPS with the option of canceling this Agreement in its entirety, or withholding payinent until such time as the violation or breach is remedied. Such option shall in no way limit or exclude any other remedies available to the ODPS. C. If either party fails to perform any of the requirements of this Agreement, or is in violation of a specific provision of this Agreement, then the non-breaching party may suspend or terminate this Agreement if the breaching party fails to cure its non-perfornzance or violation within ten (10) business days following delivery of written notice of the breach. In the case of late payment by ODPS, however, the Independent Contractor may not suspend or terminate this Agi-eement unless the payment is moi-e than sixty (50) days past due, and O.R.C. Section 126.30 shall apply. D. If this Agreement is suspended or terminated, the Independent Contractor shal] cease worlc on the suspended or terminated activities, suspend or tenninate all subcontractors relating to the suspended or terminated activities, talce all necessary or appropriate steps to limit disbursement and minimize cost, and, if requested by the ODPS, furnish a repoi-t describing the status of all worlc under this Agreement, including results and conclusions accomplished, and such other matters as the ODPS may require. The requirements in this paragraph shall occur in accordance with the following: If tne Agreement is suspended or terminated by the ODPS, the requirements in Paragraph 16. D. of this Agreement shall commence upon the date the Independent Contractor receives notice of suspension or termination. 2. If the Agreement is suspended or terminated by the Independent Contractor, the requirements in Paragraph 16. D. of this Agreement shall commence upon the date the Independent Contractor sends notice of suspension or termination. E. If this Agreement is suspended or terminated, the Independent Contractor, upon submission of a proper invoice, shall be entitled to compensation which shall be calculated by the ODPS according to Paragraph 3 of this Agreement for the work performed prior to the date on which the Independent Contractor either receives notice of termination or suspension or sends notice of suspension or termination, whichever is applicable, less any fimds previously paid by, or on behalf of, the ODPS. Regardless of which party tenninates the Agreement, any payments made by the ODPS in which services have nat been rendered by the Independent Contractor shall be prorated and returned to the ODPS. Such payment(s) must be sent to the ODPS within thirty (30) days of the date on which the Independent Contractor either receives notice of termination or suspension or sends notice of suspension or termination, whichever is applicable. The ODPS shall not be liable for any further claims. 17. BACKGROUND CHECK: A routine background check, at ODPS expense, may be perforrned on the Independent Contractor for assignment to this Agreement. The Independent Contractor may be required to complete a"Baclcground Tnformation Foim" furnished by the ODPS. Failure to pass the baclcb •ound checl< will result in immediate dismissal. 18. ANTITRIJST ASSIGNMENT: The Independent Contractor assigns to the ODPS all State and Federal antitrust claims and causes of action that relate to all goods and services provided for in this Agreement. di (rev. 9/16/2008) 5 of 8