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provided otherwise herein, or unless superseded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