### 14.2 TERMINATION FOR CONVENIENCE EPIC WATER AUTHORITY may terminate the Agreement and the [[Phase 2 Work and Pricing Amendment]], if any, for its convenience ==at any time== upon fifteen (15) Days’ written notice of termination to Contractor. In such case, Contractor shall be entitled to receive, as total ==compensation for all Work performed== - (i) payment for all Work properly performed prior to the effective date of termination, including payment of the appropriate retainage; plus - (ii) any restocking or material and equipment cancellation charges payable to Suppliers and vendors (unless Contractor assigns to EPIC WATER AUTHORITY, at the request of EPIC WATER AUTHORITY, the agreements pursuant to which such material and equipment was ordered and EPIC WATER AUTHORITY indemnifies Contractor in connection therewith); plus - (iii) Contractor’s reasonable demobilization costs. Payment of such compensation is the sole and exclusive remedy of Contractor for a termination of the Agreement and the [[Phase 2 Work and Pricing Amendment]], if any, by EPIC WATER AUTHORITY without cause and Contractor shall not be entitled to, and waives, claims for lost profits and all other damages and expenses. Contractor shall execute a waiver and general release of claim as a condition of payment. At EPIC WATER AUTHORITY’s option, ==Contractor shall assign to EPIC WATER AUTHORITY all approved Subcontracts== and EPIC WATER AUTHORITY shall indemnify and defend Contractor against all claims for payment with respect to Work performed after the date of termination. On the date that Contractor receives the written notice of termination, Contractor shall not order any additional products, materials or equipment and shall immediately cancel any previously submitted orders for products, materials, and equipment.