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Federal Intellectual Property Bankruptcy Protection
<br />Act: The Parties agree that the Agency shall be entitled
<br />to all rights and benefits of the Federal Intellectual
<br />Property Bankruptcy Protection Act, Public Law 100-
<br />•506, codified at 1 I U.S.C. 365 (n) and any amendments
<br />thereto.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Grantee shall comply
<br />with all laws, ordinances, codes, rules, regulations, and
<br />licensing requirements that are applicable to the conduct
<br />of its business, including those of federal, state, and local
<br />agencies having jurisdiction and/or authority.
<br />Equal Employment Opportunity: The Grantee shall
<br />comply with all federal and State laws relating to equal
<br />employment opportunity.
<br />Confidentiality
<br />Confidentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Grantee under this agreement shall be
<br />kept as confidential and not divulged or made available
<br />to any individual or organization without the prior
<br />written approval of' the Agency. The Grantee
<br />acknowledges that in receiving, storing, processing or
<br />therwise dealing with any confidential information it
<br />vill safeguard and not further disclose the information
<br />except as otherwise provided in this Contract.
<br />Oversight
<br />Access to Persons and Records: The State Auditor
<br />shall have access to persons and records as a result of all
<br />contracts or grants entered into by State agencies or
<br />political subdivisions in accordance with N.C.G.S. 147-
<br />64.7. Additionally, as the State funding authority, the
<br />Agency shall have access to persons and records as a
<br />result of all contracts or grants entered into by State
<br />agencies or political subdivisions.
<br />Record Retention: Records shall not be destroyed,
<br />purged or disposed of without the express written
<br />consent of the Agency. State basic records retention
<br />policy requires all grant records to be retained for a
<br />minimum of five years or until all audit exceptions have
<br />been resolved, whichever is longer. If the contract is
<br />subject to federal policy and regulations, record retention
<br />may be longer than five years since records must be
<br />retained for a period of three years following submission
<br />~f the final Federal Financial Status Report, if
<br />applicable, or three years following the submission of a
<br />revised final Federal Financial Status Report- Also, if
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<br />any litigation, claim, negotiation, audit, disallowance
<br />action, or other action involving this Contract has been
<br />started before expiration of the five-year retention period
<br />described above, the records must be retained until
<br />completion of the action and resolution of all issues
<br />which arise from it, or until the end of the regular five-
<br />year period described above, whichever is later.
<br />Miscellaneous
<br />Choice of Law: The validity of this Contract and any of
<br />its terms or provisions, as well as the rights and duties of
<br />the parties to this Contract, are governed by the laws of
<br />North Carolina. The Grantee, by signing this Contract,
<br />agrees and submits, solely for matters concerning this
<br />Contract, to the exclusive jurisdiction of the courts of
<br />North Carolina and agrees, solely for such purpose, that
<br />the exclusive venue for any legal proceedings shall be
<br />Wake County, North Carolina. The place of this
<br />Contract and all transactions and agreements relating to
<br />it, and their situs and forum, shall be Wake County,
<br />North Carolina, where all matters, whether sounding in
<br />contract or tort, relating to the validity, construction,
<br />interpretation, and enforcement shall be determined.
<br />Amendment: This Contract may not be amended orally
<br />or by performance. Any amendment must be made in
<br />written form and executed by duly authorized
<br />representatives of the Agency and the Grantee.
<br />Severability: In the event that a court of competent
<br />jurisdiction holds that a provision or requirement of this
<br />Contract violates any applicable law, each such
<br />provision or requirement shall continue to be enforced to
<br />the extent it is not in violation of law or is not otherwise
<br />unenforceable and all other provisions and requirements
<br />of this Contract shall remain in full force and effect.
<br />Headings: The Section and Paragraph headings in these
<br />General Terms and Conditions are not material parts of
<br />the agreement and should not be used to construe the
<br />meaning thereof.
<br />Time of the Essence: "rime is of the essence in the
<br />performance of this Contract.
<br />Certification Regarding Collection of Taxes:
<br />N.C.G.S. 143-59.1 bars the Secretary of Administration
<br />from entering into contracts with vendors that meet one
<br />of the conditions of N.C.G.S. 105-164.8(b) and yet
<br />refuse to collect use taxes on sales of tangible personal
<br />property to purchasers in North Carolina. The
<br />conditions include: (a) maintenance of a retail
<br />establishment or office; (b) presence of representatives
<br />in the State that solicit sales or transact business on
<br />behall'of the vendor; and (c) systematic exploitation of
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