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Attachment A
<br /> GENERAL TERMS AND CONDITIONS
<br /> Availability of Funds: The parties to this Health Insurance Portability and
<br /> contract agree and understand that the payment Accountability Act(HIPAA):The
<br /> of the sums specified in this contract is dependent Subcontractor agrees that,if the Contractor
<br /> and contingent upon and subject to the determines that some or ail of the activities
<br /> appropriation,allocation,and availability of funds within the scope of this contract are subject to
<br /> for this purpose to the Contractor from federal, the Health Insurance Portability and
<br /> state and local sources. Accountability Act of 1996, P.L. 104-91,as
<br /> amended rHIPAA'),or its implementing
<br /> Force Majeure:Neither party shall be deemed to regulations,it w81 comply with the HIPAA
<br /> be in default of its obligations hereunder if and so requirements and will execute such agreements
<br /> long as it is prevented from performing such and practices as the Contractor may require to
<br /> obligations by any act of war, hostile foreign ensure compliance.
<br /> action, nuclear explosion, riot, strikes, civil
<br /> insurrection, earthquake, hurricane, tornado, or Confidentiality
<br /> other catastrophic natural event or act of God.
<br /> Confidentiality: Any information, data,
<br /> Survival of Promises: All promises, instruments,documents,studies or reports given
<br /> requirements, terms, conditions, provisions, to or prepared or assembled by the Subcontractor
<br /> representations, guarantees, and warranties under this agreement shall be kept as confidential
<br /> contained herein shall survive the contract and not divulged or made available to any
<br /> expiration or termination date unless specifically individual or organization without the prior written
<br /> provided otherwise herein,or unless superseded approval of the Contractor. The Subcontractor
<br /> by applicable Federal or State statutes of acknowledges that in receiving, storing,
<br /> limitation. processing or otherwise dealing with any
<br /> confidential information k� ��� and not
<br /> Intellectual Property Rights further disclose �aexcept
<br /> as
<br /> otherwise provided in this contract.
<br /> Copyrights and Ownership of Deliverables: All
<br /> deliverable items produced pursuant to this Oversight
<br /> contract are the exdusive property of the
<br /> Contractor. The subcontractor shall not assert a Access to Persons and Records: The
<br /> claim of copyright or other property interest in Contractor, County, Area Agency on Aging,
<br /> such deliverables. Division of Aging and Adult Services, other
<br /> authorized officials of the Contractor, funding
<br /> Federal Intellectual Property Bankruptcy authorities, the North Carolina State Auditor,
<br /> Protection Act: The Parties agree that the and/or applicable federal agencies shall have
<br /> Contractor shall be entitled to all rights and access to persons and records as a result of all
<br /> benefits of the Federal Intellectual Property contracts or grants entered into by State agencies
<br /> Bankruptcy Protection Act, Public Law 100-506, or political subdivisions in accordance with
<br /> codified at 11 U.S.C. 365 (n) and any General Statute 147-64.7. Additionally,as a State
<br /> amendments thereto. funding authority, the Department of Health and
<br /> Human Services shall have access to persons and
<br /> Compliance with Applicable Laws records as a result of all contracts or grants
<br /> entered into by State agencies or political
<br /> Compliance with Laws: The Subcontractor shall subdivisions.
<br /> comply with all laws, ordinances, codes, rules,
<br /> regulations, and licensing requirements that are Record Retention: Records shall not be
<br /> applicable to the conduct of Its business,including destroyed, purged or disposed of without the
<br /> those of federal,state,and local agencies having express written consent of the Contractor. State
<br /> jurisdiction and/or authority. basic records retention policy requires all grant
<br /> records to be retained for a minimum of five years
<br /> Equal Employment Opportunity: The or until all audit exceptions have been resolved,
<br /> Subcontractor shall comply with all federal and whichever is longer. If the contract is subject to
<br /> State laws relating to equal employment federal policy and regulations, record retention
<br /> opportunity may be longer than five years since records must
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