1. Referencing the State of Kansas contract, there are three termination clauses. Which is more advantageous to the buyer and which is more advantageous to the seller? Why? Provide a detailed example.
2. As the buyer or the seller (pick one), do you want all three termination clauses included? Why or why not?

Page 3 1.10. Termination for Cause 1.16. Assignment The Director of Purchases may terminate this contract, or any part of this contract, for cause under any one of The Contractor shall not assign, convey, encumber, or otherwise transfer its rights or duties under this contract the following circumstances: without the prior written consent of the State. State may reasonably withhold consent for any reason. . the Contractor fails to make delivery of goods or services as specified in this contract; This contract may terminate for cause in the event of its assignment, conveyance, encumbrance or other transfer by the Contractor without the prior written consent of the State . the Contractor provides substandard quality or workmanship; . the Contractor fails to perform any of the provisions of this contract, or 1.17. Third Party Beneficiaries . the Contractor fails to make progress as to endanger performance of this contract in accordance with its This contract shall not be construed as providing an enforceable right to any third party. terms. 1.18. Waiver The Director of Purchases shall provide Contractor with written notice of the conditions endangering Waiver of any breach of any provision in this contract shall not be a waiver of any prior or subsequent breach. performance. If the Contractor fails to remedy the conditions within ten (10) days from the receipt of the notice Any waiver shall be in writing and any forbearance or indulgence in any other form or manner by State shall not (or such longer period as State may authorize in writing), the Director of Purchases shall issue the Contractor constitute a waiver. an order to stop work immediately. Receipt of the notice shall be presumed to have occurred within three (3) days of the date of the notice. 1.19. Injunctions Should Kansas be prevented or enjoined from proceeding with the acquisition before or after contract execution 1.11. Termination for Convenience by reason of any litigation or other reason beyond the control of the State, Contractor shall not be entitled to The Director of Purchases may terminate performance of work under this contract in whole or in part whenever make or assert claim for damage by reason of said delay. for any reason, the Director of Purchases shall determine that the termination is in the best interest of the State of Kansas. In the event that the Director of Purchases elects to terminate this contract pursuant to this 1.20. Staff Qualifications provision, it shall provide the Contractor written notice at least 30 days prior to the termination date. The The Contractor shall warrant that all persons assigned by it to the performance of this contract shall be termination shall be effective as of the date specified in the notice. The Contractor shall continue to perform employees of the Contractor (or specified Subcontractor) and shall be fully qualified to perform the work any part of the work that may have not been terminated by the notice. required. The Contractor shall include a similar provision in any contract with any Subcontractor selected to perform work under this contract. 1.12. Rights and Remedies If this contract is terminated, the State, in addition to any other rights provided for in this contract, may require Failure of the Contractor to provide qualified staffing at the level required by the contract specifications may the Contractor to transfer title and deliver to the State in the manner and to the extent directed, any completed result in termination of this contract or damages. materials. The State shall be obligated only for those services and materials rendered and accepted prior to termination. 1.21. Subcontractors The Contractor shall be the sole source of contact for the contract. The State will not subcontract any work In the event of termination, the Contractor shall receive payment prorated for that portion of the contract period under the contract to any other firm and will not deal with any subcontractors. The Contractor is totally services were provided to or goods were accepted by State subject to any offset by State for actual damages responsible for all actions and work performed by its subcontractors. All terms, conditions and requirements of including loss of federal matching funds. the contract shall apply without qualification to any services performed or goods provided by any subcontractor. The rights and remedies of the State provided for in this contract shall not be exclusive and are in addition to 1.22. Independent Contractor any other rights and remedies provided by law. Both parties, in the performance of this contract, shall be acting in their individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall 1.13. Antitrust not be construed to be the employees or agents of the other party for any purpose whatsoever. If the Contractor elects not to proceed with performance under any such contract with the State, the Contractor assigns to the State all rights to and interests in any cause of action it has or may acquire under the anti-trust The Contractor accepts full responsibility for payment of unemployment insurance, workers compensation, laws of the United States and the State of Kansas relating to the particular products or services purchased or social security, income tax deductions and any other taxes or payroll deductions required by law for its acquired by the State pursuant to this contract employees engaged in work authorized by this contract. 1.14. Hold Harmless 1.23. Worker Misclassification The Contractor shall indemnify the State against any and all loss or damage to the extent arising out of the The Contractor and all lower tiered subcontractors under the Contractor shall properly classify workers as Contractor's negligence in the performance of services under this contract and for infringement of any copyright employees rather than independent contractors and treat them accordingly for purposes of workers' or patent occurring in connection with or in any way incidental to or arising out of the occupancy, use, service, compensation insurance coverage, unemployment taxes, social security taxes, and income tax withholding. operations or performance of work under this contract. Failure to do so may result in contract termination. The State shall not be precluded from receiving the benefits of any insurance the Contractor may carry which 1.24. Immigration and Reform Control Act of 1986 (IRCA) provides for indemnification for any loss or damage to property in the Contractor's custody and control, where All contractors are expected to comply with the Immigration and Reform Control Act of 1986 (IRCA), as may be such loss or destruction is to state property. The Contractor shall do nothing to prejudice the State's right to amended from time to time. This Act, with certain limitations, requires the verification of the employment status recover against third parties for any loss, destruction or damage to State property. of all individuals who were hired on or after November 6, 1986, by the Contractor as well as any subcontractor or sub-contractors. The usual method of verification is through the Employment Verification (1-9) Form. 1.15. Force Majeure The Contractor shall not be held liable if the failure to perform under this contract arises out of causes beyond The Contractor hereby certifies without exception that such Contractor has complied with all federal and state the control of the Contractor. Causes may include, but are not limited to, acts of nature, fires, tomadoes, laws relating to immigration and reform. Any misrepresentation in this regard or any employment of persons quarantine, strikes other than by Contractor's employees, and freight embargoes