Seller will thereupon immediately stop work under this Agreement of the terminated portion thereof, and notify any subcontractors to do likewise. Seller shall be entitled to reimbursement for its actual costs incurred up to and including the date of termination, such costs to be determined in accordance with recognized accounting principles. Seller shall also be entitled to a reasonable profit on the work performed prior to such termination at a reasonable rate not exceeding the rate used in establishing the original purchase price.
For deliverables not terminated, Seller shall deliver and Buyer shall pay in accordance with the provisions of this Agreement, as if it has not been subject to termination.
The total amount to be paid to Seller due to said termination shall not exceed the Agreement Price for the pro-rata portion of this Agreement which is terminated (i.e. the Agreement Price less the price of all Deliverables not terminated) reduced by amounts paid to Seller hereunder up to the date of termination.
Under no circumstances whatsoever, and notwithstanding the foregoing, shall Buyer's liability toward Seller under or in connection with the termination for convenience, in whole or part of this Agreement, exceed the amounts set out in Annex V hereto.