17. TERMINATION

Implementer may terminate this Agreement for any reason by providing 30 days advance written notice to the CPUC Agreement Representative and IOU. In the event the Agreement is terminated by Implementer, IOU shall, upon receipt of CPUC approval, pay Implementer all amounts owed under the Agreement for undisputed work performed prior to the effective date of the termination notice. If Implementer's actual costs are materially less than payments Implementer received before effective date of termination notice, Implementer shall refund unspent dollars to the IOU for deposit in the balancing accounts that tracks the gas and/or electric Public Goods Charge fund The CPUC shall be responsible for determining disposition of unspent or refunded dollars.

The CPUC may direct the IOU to terminate this Agreement for cause, or upon depletion of the amount of funding authorized by the CPUC for this Agreement. In the event the Agreement is terminated by IOU upon CPUC direction, IOU shall, upon ALJ approval, pay Implementer all amounts owed under the Agreement for undisputed work performed prior to the effective date of the termination notice and reasonable shutdown costs not to exceed the total CPUC approved amount of 2002-03 local energy efficiency funding for the Implementer's program If Implementer's actual costs are materially less than payments implementer received before effective date of termination notice, Implementer shall refund unspent dollars to the IOU for deposit in the balancing accounts that tracks the gas and/or electric Public Goods Charge fund,

In all cases, termination shall become effective on the last day of the 30-day notice period.

17.1 Termination For Cause

If Implementer fails to perform a material term or condition of this Agreement, and fails to cure such default within 30 business days after receipt of written Notice of Default and Termination from IOU, the ALJ or IOU may declare this Agreement terminated, effective on the last day of said notice period ("Termination Date"). Subject to ALJ approval, Implementer shall be paid for all undisputed work performed prior to the Termination Date, which payment shall not be unreasonably withheld.

Grounds for termination for cause include, but are not limited, to the following situations:

(1) the failure, refusal or inability of the Implementer to perform any material aspect of the Authorized Work in accordance with the Plan (except as specified in Section 18, "Force Majeure"); or

(2) Implementer has become insolvent, has exhibited a pattern of failure to pay its bills, or has had checks for payment of its bills returned from suppliers and subcontractors due to insufficient funds; or

(3) a court of law has enjoined Implementer from performing the Authorized Work; or

(4) In the ALJ or IOU's reasonable judgment, the Authorized Work will not be completed in the specified time and the IOU has reasonably requested Implementer to take steps necessary to accomplish the required progress and completion, and Implementer has failed to do so; or

(5) misuse of IOU's name or logo in violation of Section 9 of this Agreement.

17.2 Termination for IOU's Reason

With the approval of the CPUC Agreement Representative, IOU may terminate this Agreement, upon written notice to Implementer. Implementer shall take whatever action will minimize its claim against IOU. If IOU terminates this Agreement, Implementer shall not be entitled to any payment for lost or anticipated profits or overhead on uncompleted portions of the Authorized Work. Any reports, drawings or other documents prepared as part of the Authorized Work prior to the effective date of termination shall be delivered by Implementer to the IOU prior to releasing any final payments to Implementer.

17.3 CPUC Jurisdiction

If the Agreement is terminated, any reports, drawings, specifications, software programs, or other documents required to be prepared and delivered to the CPUC and/or Utility Agreement Representative as part of the Authorized Work which are prepared by Implementer prior to the effective date of such termination shall be delivered to the CPUC and/or IOU Agreement Representative by Implementer prior to the CPUC's approval of and the IOU's release of the final payment owed to Implementer.

In no event shall the CPUC or IOU be liable for lost or anticipated profits or overhead on uncompleted portions of the Authorized Work.