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ARTICLE 14 - CHANGES Upon receiving such a request, the Company may at its sole option prepare and deliver a proposed Change Order to the Customer listing the price of the Changes. If the Customer fails to return an executed Change Order, a sample copy of which is attached to this Master Agreement as Schedule E, the Company shall have no obligation to complete the Changes. A Change also may result from any failure of the Customer, or its representatives or agents, to fulfill its obligations hereunder, which failure materially adversely affects the Company's cost, schedule or performance under this Master Agreement. Should any Change cause a material increase or decrease in the cost of or time required for the Company's performance, or otherwise affect any provision of this Master Agreement, the Company may propose an appropriate adjustment. The Company shall not be obligated to proceed with or perform any Change requested by the Customer hereunder until the Parties have agreed in writing upon any such adjustments resulting from the Change. Except to the extent a Change specifically results in an amendment or adjustment to one or more provisions of this Master Agreement, all provisions of this Master Agreement shall apply to all Changes, and no Change shall be implied as a result of any other Change. ARTICLE 15 - TERMINATION AND DEFAULT 15.1 Termination for Convenience. Either Party may terminate this Master Agreement, in its sole discretion, at any time, without further liability, upon ten (10) days prior written notice to the other Party; provided, however, that such termination shall not apply with respect to any Services or work of the Company previously ordered by the Customer under an Authorization Form executed by the Customer on or prior to the termination date. With respect to any such previously ordered Services or work, including any previously implemented ECO or ECO under implementation, this Master Agreement and the applicable Customer -authorized proposals, shall remain in full force and effect in accordance with their terms, unless both Parties specifically agree in writing to the contrary. 15.2 Termination for Cause. 15.2.1 Termination by Either Party for Default. A Party shall have the right to terminate this Master Agreement or a Customer -authorized Implementation Services Authorization Form for cause if. (a) any proceeding is instituted against a Party seeking to adjudicate such Party as bankrupt or insolvent, or if such Party makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of the insolvency of such Party, or if a Party files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or readjustment of debts and, in the case of any such proceeding instituted against such Party (but not by such Party) such proceeding is not dismissed within sixty (60) days of such filing; (b) the Customer fails to perform any payment obligation under this Master Agreement and fails to cure such obligation within ten (10) days written notice from the Company; or (c) a Party substantially fails to perform any non-payment obligation under this Master Agreement and fails to cure or commence and diligently proceed to cure such obligation within thirty (30) days written notice from the other Party. Subject to Article 6, in the case of such a termination by a Party, to the extent that the reasonable and necessary costs of completing any Services previously ordered by the non -defaulting Party under this Master Agreement, including compensation for obtaining a replacement contractor or for obtaining additional professional services required as a consequence of the defaulting Party's breach, exceed those costs which would have been payable to the defaulting Party but for the defaulting Party's breach, the defaulting Party shall pay the difference to the non -defaulting Party. The Customer shall pay the Company an amount (to the extent not already paid) equal to the sum of all of the Company's reasonable costs incurred in performing the Services up to the termination date, including all costs incurred with respect to any Subcontractors; provided that the Company makes available to the Customer all of the work product, equipment and materials produced or obtained by the Company in performing such Services (except any and all intellectual property of the Company or third parties). 15.2.2 Payment. All amounts payable by either Party pursuant to Sections 15.1 and 15.2 shall be due within thirty (30) days following the submission by the other Party of an invoice therefor, which invoice shall include in reasonable detail an itemization of costs with respect to any amounts measured on the basis of reimbursable costs. Reimbursable costs also shall be subject to audit by the other Party, at the other Party's expense upon reasonable advance notice; provided that such audit shall be completed within sixty (60) days following the Page 16 of 20 Rev 08/15/08