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BK -00028 PG -.0012
<br />thereof. In that event, all fmished or unfinished
<br />deliverable items prepared by the Grantee under this
<br />Contract shall, at the option of the Agency, become its
<br />property and the Grantee shall be entitled to receive just
<br />and equitable compensation for any satisfactory work
<br />completed on such materials, minus any payment or
<br />compensation previously made. Notwithstanding the
<br />foregoing provision, the Grantee shall not be relieved of
<br />liability to the Agency for damages sustained by the
<br />Agency by virtue of the Grantee's breach of this
<br />agreement, and the Agency may withhold any payment
<br />due the Grantee for the purpose of setoff until such time
<br />as the exact amount of damages due the Agency from
<br />such breach can be determined.
<br />Waiver of Default: Waiver by the Agency of any default
<br />or breach in compliance with the terms of this Contract by
<br />the Grantee shall not be deemed a waiver of any
<br />subsequent default or breach and shall not be construed to
<br />be modification of the terms of this Contract unless stated
<br />to be such in writing, signed by an authorized
<br />representative of the Agency and the Grantee and attached
<br />to the contract.
<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
<br />subject to the appropriation, allocation, and availability of
<br />'ands for this purpose to the Agency.
<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, tomado, or other
<br />catastrophic natural event or act of God.
<br />Survival of Promises: All promises, requirements,
<br />terms, conditions, provisions, representations, guarantees,
<br />and warranties contained herein shall survive the contract
<br />expiration or termination date unless specifically
<br />provided otherwise herein, or unless superseded by
<br />applicable federal or state statutes of limitation.
<br />Health Insurance Portability and Accountability Act
<br />(HIPAA): The Contractor agrees that, if the Agency
<br />determines that some or all of the activities within the
<br />scope of this contract are subject to the Health Insurance
<br />Portability and Accountability Act of 1996, P.L. 104-91,
<br />as amended ("HIPAX), or its implementing regulations,
<br />it will comply with the HIPAA requirements and will
<br />execute such agreements and practices as the Agency may
<br />;quire to ensure compliance.
<br />Executive Order # 24: "By Executive Order 24, issued
<br />by Governor Perdue, and NCGS 133-32, it is unlawful for
<br />any vendor or contractor ( i.e. architect, bidder,
<br />contractor, construction manager, design professional,
<br />engineer, landlord, offeror, seller, subcontractor, supplier,
<br />or vendor), to make gifts or to give favors to any State
<br />employee of the Governor's Cabinet Agencies (i.e.,
<br />Administration, Commerce, Correction, Crime Control
<br />and Public Safety, Cultural Resources, Environment and
<br />Natural Resources, Health and Human Services, Juvenile
<br />Justice and Delinquency Prevention, Revenue,
<br />Transportation, and the Office of the Governor). This
<br />prohibition covers those vendors and contractors who
<br />have a contract with a governmental agency, or have
<br />performed under such a contract within the past year; or
<br />anticipate bidding on such a contract in the future.
<br />For additional information regarding the specific
<br />requirements and exemptions, vendors and contractors
<br />are encouraged to review Executive Order 24 and NCGS
<br />Sec. 133-32.
<br />Executive Order 24 also encouraged and invited other
<br />State Agencies to implement the requirements and
<br />prohibitions of the Executive Order to their agencies.
<br />Vendors and contractors should contact other State
<br />Agencies to determine if those agencies have adopted
<br />Executive Order 24"
<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 Agency. The Grantee shall
<br />not assert a claim of copyright or other property interest
<br />in such deliverables.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Grantee shall comply with
<br />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 to
<br />any individual or organization without the prior written
<br />approval of the Agency. The Grantee acknowledges that
<br />in receiving, storing, processing or otherwise dealing with
<br />Penn 7 of 1A
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