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200405934 <br />(f) deliver to SIGNATURE, when and as directed by SIGNATURE, all records, documents and all <br />property which, if the Work had been completed, Trade Contractor would be required to account <br />for or deliver to SIGNATURE, and transfer title to such property to SIGNATURE to the extent <br />not already transferred. <br />20.3 Equitable Adjustment: In the event of such termination, there shall be an equitable reduction of the <br />Trade Contract Price to reflect the reduction in the Work, and no cost incurred after the effective date of <br />the Notice of Termination shall be reimbursable unless it relates to carrying out the unterminated portion of <br />the Work, or taking closeout measures required by SIGNATURE. <br />20.4 SIGNATURE's Right to Convert to Termination for Convenience: If any termination of Trade <br />Contractor for cause is determined to have been improper, such termination shall be automatically <br />converted to a termination for convenience. <br />SECTION 21 <br />Damages for Delay <br />21.1 Delay Damages: Trade Contractor shall be liable to SIGNATURE for all damages, including any <br />liquidated damages payable to the Owner for delays caused in whole or in part by Trade Contractor or <br />Trade Contractor's employees, agents, subcontractors, material suppliers or any other person or entity for <br />whose acts Trade Contractor is responsible. In addition to any such damages for which SIGNATURE is <br />liable to Owner, Trade Contractor also shall be liable to SIGNATURE for all other actual damages caused <br />or contributed to by delays caused in whole or in part by Trade Contractor or Trade Contractor's <br />employees, agents, subcontractors, material suppliers or any other person or entity for whose acts Trade <br />Contractor is responsible. In the event damages incurred by SIGNATURE are caused both by Trade <br />Contractor and another entity for whose acts Trade Contractor is not responsible, SIGNATURE shall <br />reasonably apportion said damages among the responsible parties, and such apportionment shall be binding <br />on the Trade Contractor. <br />SECTION 22 <br />Indemnification <br />22.1 Indemnification for Claims: Trade Contractor shall defend, indemnify and hold harmless SIGNATURE, <br />the Owner and such other persons or entities as the Contract Documents or this Trade Contract may require <br />against any and all claims arising directly or indirectly out of Trade Contractor's Work or other <br />involvement with the Project, including, but not limited to, claims for: any alleged or actual infringement <br />or violation of any letters patent, patent right or license; injury to or death of any person, including <br />employees of Trade Contractor; damage to property; defects in materials or workmanship; violations of <br />any laws; violations relating to Hazardous or Regulated Substances; failure of Trade Contractor to pay its <br />obligations as required by this Trade Contract; any other act or omission of Trade Contractor, its officers, <br />agents, employees, servants, subcontractors or material suppliers; or damage to other contractors, <br />subcontractors, suppliers or any other person or entity. <br />Trade Contractor shall defend, indemnify and hold harmless SIGNATURE, the Owner and such other <br />persons or entities as the Contract Documents may require to the fullest extent permitted by law, even if it <br />is alleged that SIGNATURE, the Owner, or such other persons or entities individually or collectively <br />contributed to the alleged wrongdoing, were individually or collectively, actively or passively negligent or <br />are individually or collectively liable because of a nondelegable duty. Trade Contractor is not obligated to <br />defend, indemnify and hold harmless SIGNATURE or Owner for their sole negligence or willful <br />misconduct if such indemnification is contrary to law, but if such indemnification is not contrary to law, <br />then Trade Contractor shall defend, indemnify and hold harmless SIGNATURE, the Owner and such other <br />persons or entities as the Contract Documents and this Trade Contract may require for any liability arising <br />directly or indirectly out of Trade Contractor's Work or other involvement with the Project to the fullest <br />extent permitted by law, including indemnification for the sole negligence of SIGNATURE, the Owner <br />and/or such other persons or entities as this Trade Contract or the Contract Documents may require. Trade <br />Contractor has included these indemnification obligations in its Trade Contract Price. <br />22.2 Indemnification Obligations are Independent: Trade Contractor's indemnification obligations set forth <br />in this Section 22 and elsewhere in this Trade Contract are independent and separately enforceable. <br />Initial _ M / LA� <br />18 <br />