4. Termination for Convenience - Any provisions hereof to the contrary notwithstanding Owner shall have the right to terminate this Construction Contract without cause at any time by giving Contractor fifteen (15) days written notice thereof.  Upon receipt of such notice, Contractor shall suspend performance of the Work as soon as reasonably practicable and make every reasonable effort to prevent incurrence of any further costs; provided, however, in connection with such termination Contractor shall perform such acts as may be necessary to preserve and protect all existing Work of the Project.  Upon such termination without cause, Contractor shall retain all sums of money theretofore paid hereunder to Contractor, and Owner shall pay to Contractor (i) all retainages, if any, earned by Contractor except retainages as to any Subcontracts assumed by Owner hereunder; (ii) a sum of money equal to the Cost of the Work for all Work performed hereunder by Contractor for which payments have not theretofore been made hereunder; all other termination costs reasonably and unavoidably incurred by Contractor; and (iii) the pro rata portion of Contractor's Fee applicable to the Work performed.   At its option, Owner may assume the obligations of Contractor under some or all of its Subcontracts and purchase orders covering the unperformed parts of the Work and indemnify Contractor from all liabilities thereafter arising thereunder.  Following the effective date of such termination, Contractor shall have no further liability under this Construction Contract other than with respect to matters which occurred prior to such effective date and are not assumed by Owner.  In the event of such termination, Contractor shall not be entitled to anticipated profits on any Work not yet performed or to other consequential damages.

B. Termination by Contractor – Contractor shall have the right to terminate this Contract ten (10) days after providing written notice to the Owner (the “Notice Period”) in the event of any of the following circumstances:

1. Any of the Contractor’s Applications for Payment remain unpaid without cause for more than thirty (30) days after the Application for Payment has been approved by the Owner and/or Architect and then only if the Contractor has not been paid by the end of the Notice Period;

2. The Work has been suspended for more than 120 days.