|
DocuSign Envelope ID 52BB70E3-96E2-4B7D-8028-A3475A4F7A1E
<br /> Force Majeure: Neither party shall be deemed to be in
<br /> Default and Termination default of its obligations hereunder if and so long as it is
<br /> prevented from performing such obligations by any act of
<br /> Termination by Mutual Consent: The Parties may war,hostile foreign action,nuclear explosion,riot,strikes,
<br /> terminate this Contract by mutual consent with 60 days' civil insurrection,earthquake,hurricane,tornado,or other
<br /> notice to the other party,or as otherwise provided by law. catastrophic natural event or act of God.
<br /> Termination Without Cause: The Recipient may Survival of Promises: All promises, requirements,
<br /> terminate this contract without cause by giving 60 days terms,conditions,provisions,representations,guarantees,
<br /> written notice to the Contractor. In that event,all finished and warranties contained herein shall survive the contract
<br /> or unfinished deliverable items prepared by the expiration or termination date unless specifically
<br /> Contractor under this contract shall, at the option of the provided otherwise herein, or unless superseded by
<br /> Recipient,become its property and the Contractor shall be applicable federal or state statutes of limitation.
<br /> entitled to receive just and equitable compensation for any
<br /> satisfactory work completed on such materials,minus any Health Insurance Portability and Accountability Act
<br /> payment or compensation previously made. (HIPAA): The Contractor agrees that, if the Recipient
<br /> determines that some or all of the activities within the
<br /> Termination for Cause: If, through any cause, the scope of this contract are subject to the Health Insurance
<br /> Subrecipient shall fail to fulfill its obligations under this Portability and Accountability Act of 1996, P.L. 104-91,
<br /> Contract in a timely and proper manner, the Recipient as amended ("HIPAA"), or its implementing regulations,
<br /> shall have the right to terminate this Contract by giving it will comply with the HIPAA requirements and will
<br /> written notice to the Subrecipient and specifying the execute such agreements and practices as the Recipient
<br /> effective date thereof. In that event, all finished or may require to ensure compliance.
<br /> unfinished deliverable items prepared by the Subrecipient
<br /> under this Contract shall, at the option of the Recipient, Executive Order# 24: "By Executive Order 24, issued
<br /> become its property and the Subrecipient shall be entitled by Governor Perdue,and NCGS 133-32,it is unlawful for
<br /> to receive just and equitable compensation for any any vendor or contractor ( i.e. architect, bidder,
<br /> satisfactory work completed on such materials,minus any contractor, construction manager. design professional,
<br /> payment or compensation previously made. engineer, landlord,offeror,seller,subcontractor,supplier,
<br /> Notwithstanding the foregoing provision, the or vendor), to make gifts or to give favors to any State
<br /> Subrecipient shall not be relieved of liability to the employee of the Governor's Cabinet Agencies (i.e.,
<br /> Recipient for damages sustained by the Recipient by Administration, Commerce, Correction, Crime Control
<br /> virtue of the Subrecipient's breach of this agreement, and and Public Safety, Cultural Resources, Environment and
<br /> the Recipient may withhold any payment due the Natural Resources, Health and Human Services,Juvenile
<br /> Subrecipient for the purpose of setoff until such time as Justice and Delinquency Prevention, Revenue,
<br /> the exact amount of damages due the Recipient from such Transportation, and the Office of the Governor). This
<br /> breach can be determined. prohibition covers those vendors and contractors who
<br /> have a contract with a governmental agency; or have
<br /> Waiver of Default: Waiver by the Recipient of any performed under such a contract within the past year; or
<br /> default or breach in compliance with the terms of this anticipate bidding on such a contract in the future.
<br /> Contract by the Subrecipient shall not be deemed a waiver
<br /> of any subsequent default or breach and shall not be For additional information regarding the specific
<br /> construed to be modification of the terms of this Contract requirements and exemptions. vendors and contractors
<br /> unless stated to be such in writing, signed by an are encouraged to review Executive Order 24 and NCGS
<br /> authorized representative of the Recipient and the Sec. 133-32.
<br /> Subrecipient and attached to the contract.
<br /> Executive Order 24 also encouraged and invited other
<br /> Availability of Funds: The parties to this Contract agree State Agencies to implement the requirements and
<br /> and understand that the payment of the sums specified in prohibitions of the Executive Order to their agencies.
<br /> this Contract is dependent and contingent upon and Vendors and contractors should contact other State
<br /> subject to the appropriation,allocation,and availability of Agencies to determine if those agencies have adopted
<br /> funds for this purpose to the Recipient. Executive Order 24."
<br /> Intellectual Property Rights
<br /> Page 7 of 16
<br />
|