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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otherwise herein, or unless superseded by applicable 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 <br />