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DocuSign Envelope ID: FC086FC9-5E8F-4ECC-8254-E864FB867443
<br />written notice to the Contractor. In that event, all
<br />finished or unfinished deliverable items prepared by the
<br />Contractor under this contract shall, at the option of the
<br />Recipient, become its property and the Contractor shall
<br />be entitled to receive just and equitable compensation for
<br />any satisfactory work completed on such materials,
<br />minus any payment or compensation previously made.
<br />Termination for Cause: If, through any cause, the
<br />Subrecipient shall fail to fulfill its obligations under this
<br />Contract in a timely and proper manner, the Recipient
<br />shall have the right to terminate this Contract by giving
<br />written notice to the Subrecipient and specifying the
<br />effective date thereof. In that event, all finished or
<br />unfinished deliverable items prepared by the
<br />Subrecipient under this Contract shall, at the option of
<br />the Recipient, become its property and the Subrecipient
<br />shall be entitled to receive just and equitable
<br />compensation for any satisfactory work completed on
<br />such materials, minus any payment or compensation
<br />previously made. Notwithstanding the foregoing
<br />provision, the Subrecipient shall not be relieved of
<br />liability to the Recipient for damages sustained by the
<br />Recipient by virtue of the Subrecipient's breach of this
<br />agreement, and the Recipient may withhold any payment
<br />due the Subrecipient for the purpose of setoff until such
<br />time as the exact amount of damages due the Recipient
<br />from such breach can be determined.
<br />Waiver of Default: Waiver by the Recipient of any
<br />default or breach in compliance with the terms of this
<br />Contract by the Subrecipient shall not be deemed a
<br />waiver of any subsequent default or breach and shall not
<br />be construed to be modification of the terns of this
<br />Contract unless stated to be such in writing, signed by an
<br />authorized representative of the Recipient and the
<br />Subrecipient and attached to the contract.
<br />Availability of Funds: The parties to this Contract
<br />agree
<br />s�and understand th�t�ie �p�yptapole f the sums
<br />PWrtA%PftMYt i e den and contingent
<br />upon and subject to the appropriation, allocation, and
<br />availability of funds for this purpose to the Recipient.
<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
<br />of war, hostile foreign action, nuclear explosion, riot,
<br />strikes, civil insurrection, earthquake, hurricane, tornado,
<br />or other catastrophic natural event or act of God.
<br />Survival of Promises: All promises, requirements,
<br />terms, conditions, provisions, representations,
<br />guarantees, and warranties contained herein shall survive
<br />053
<br />the contract expiration or termination date unless
<br />specifically provided otherwise herein, or unless
<br />superseded by applicable federal or state statutes of
<br />limitation.
<br />Health Insurance Portability and Accountability Act
<br />(HIPAA): The Contractor agrees that, if the Recipient
<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 ("HIPAA"), or its implementing regulations,
<br />it will comply with the HIPAA requirements and will
<br />execute such agreements and practices as the Recipient
<br />may require to ensure compliance.
<br />Executive Order # 24: "By Executive Order 24, issued
<br />by Governor Perdue, and NCGS 133-32, it is unlawful
<br />for any vendor or contractor ( i.e. architect, bidder,
<br />contractor, construction manager, design professional,
<br />engineer, landlord, offeror, seller, subcontractor,
<br />supplier, or vendor), to make gifts or to give favors to
<br />any State employee of the Governor's Cabinet Agencies
<br />(i.e., Administration, Commerce, Correction, Crime
<br />Control and Public Safety, Cultural Resources,
<br />Environment and Natural Resources, Health and Human
<br />Services, Juvenile Justice and Delinquency Prevention,
<br />Revenue, Transportation, and the Office of the
<br />Governor). This prohibition covers those vendors and
<br />contractors who have a contract with a governmental
<br />agency; or have performed under such a contract within
<br />the past year; or anticipate bidding on such a contract in
<br />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 Recipient. The
<br />Subrecipient shall not assert a claim of copyright or
<br />other property interest in such deliverables.
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