B K 00026 PG
<br />Attachment A
<br />GENERAL TERMS AND CONDITIONS
<br />Availability of Funds: The parties to this contract agree
<br />and understand that the payment of the sums specified in
<br />this contract is dependent and contingent upon and subject
<br />to the appropriation, allocation, and availability of funds for
<br />this purpose to the Contractor from federal, state and local
<br />sources.
<br />Force Majeure: Neither party shall be deemed to be in
<br />default of its obligations hereunder if and so long as it is
<br />prevented from performing such obligations by any act of
<br />war, hostile foreign action, nuclear explosion, riot, strikes,
<br />civil insurrection, earthquake, hurricane, tornado, or other
<br />catastrophic natural event or act of God.
<br />and will execute such agreements and practices as the
<br />Contractor may require to ensure compliance.
<br />Confidentiality
<br />Confidentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Subcontractor under this agreement
<br />shall be kept as confidential and not divulged or made
<br />available to any individual or organization without the prior
<br />written approval of the Contractor. The Subcontractor
<br />acknowledges that in receiving, storing, processing or
<br />otherwise dealing with any confidential information it will
<br />safeguard and not further disclose the information except
<br />as otherwise provided in this contract.
<br />Survival of Promises: All promises, requirements, terms,
<br />conditions, provisions, representations, guarantees, and
<br />warranties contained herein shall survive the contract
<br />expiration or termination date unless specifically provided
<br />otherwise herein, or unless superseded by applicable
<br />Federal or State statutes of limitation.
<br />Intellectual Property Rights
<br />Copyrights and Ownership of Deliverables: All
<br />deliverable items produced pursuant to this contract are
<br />the exclusive property of the Contractor. The
<br />subcontractor shall not assert a claim of copyright or other
<br />property interest in such deliverables.
<br />Federal Intellectual Property Bankruptcy Protection
<br />Act: The Parties agree that the Contractor shall be entitled
<br />to all rights and benefits of the Federal Intellectual Property
<br />Bankruptcy Protection Act, Public Law 100 -506, codified at
<br />11 U.S.C. 365 (n) and any amendments thereto.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Subcontractor shall comply
<br />with all laws, ordinances, codes, rules, regulations, and
<br />licensing requirements that are applicable to the conduct of
<br />its business, including those of federal, state, and local
<br />agencies having jurisdiction and /or authority.
<br />Equal Employment Opportunity: The Subcontractor
<br />shall comply with all federal and State laws relating to
<br />equal employment opportunity.
<br />Health Insurance Portability and Accountability Act
<br />( HIPAA): The Subcontractor agrees that, if the
<br />Contractor determines that some or all of the activities
<br />within the scope of this contract are subject to the Health
<br />Insurance Portability and Accountability Act of 1996, P.L.
<br />104 -91, as amended ( "HIPAA"), or its implementing
<br />regulations, it will comply with the HIPAA requirements
<br />Oversight
<br />Access to Persons and Records: The Contractor,
<br />County, Area Agency on Aging, Division of Aging and Adult
<br />Services, other authorized officials of the Contractor,
<br />funding authorities, the North Carolina State Auditor,
<br />and /or applicable federal agencies shall have access to
<br />persons and records as a result of all contracts or grants
<br />entered into by State agencies or political subdivisions in
<br />accordance with General Statute 147 -64.7. Additionally,
<br />as a State funding authority, the Department of Health and
<br />Human Services shall have access to persons and records
<br />as a 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 consent
<br />of the Contractor. State basic records retention policy
<br />requires all grant records to be retained for a minimum of
<br />five years or until all audit exceptions have been resolved,
<br />whichever is longer. If the contract is subject to federal
<br />policy and regulations, record retention may be longer than
<br />five years since records must be retained for a period of
<br />three years following submission of the final Federal
<br />Financial Status Report, if applicable, or three years
<br />following the submission of a revised final Federal
<br />Financial Status Report. Also, if any litigation, claim,
<br />negotiation, audit, disallowance action, or other action
<br />involving this Contract has been started before expiration
<br />of the five -year retention period described above, the
<br />records must be retained until completion of the action and
<br />resolution of all issues which arise from it, or until the end
<br />of the regular five -year period described above, whichever
<br />is later. The record retention period for Temporary
<br />Assistance for Needy Families (TANF) and MEDICAID and
<br />Medical Assistance grants and programs must be retained
<br />for a minimum of ten years.
<br />Warranties and Certifications
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