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BK:00025 PG:0093
<br />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 />Grantee shall fail to fulfill its obligations under this
<br />Contract in a timely and proper manner, the Agency
<br />shall have the right to terminate this Contract by giving
<br />written notice to the Grantee and specifying the effective
<br />date thereof. In that event, all finished 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
<br />default or breach in compliance with the terms of this
<br />Contract by the Grantee shall not be deemed a waiver of
<br />any subsequent default or breach and shall not be
<br />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 Agency and the Grantee
<br />and attached to the contract.
<br />Availability of Funds: The parties to this Contract
<br />agree and understand that the payment of the sums
<br />specified in this Contract is dependent and contingent
<br />upon and subject to the appropriation, allocation, and
<br />availability of funds 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
<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 />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 ( "H1PAA "), or its implementing regulations,
<br />it will comply with the HIPAA requirements and will
<br />execute such agreements and practices as the Agency
<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 Agency. The Grantee shall
<br />not assert a claim of copyright or other property interest
<br />in such deliverables.
<br />Survival of Promises: All promises, requirements,
<br />terms, conditions, provisions, representations,
<br />guarantees, and warranties contained herein shall survive
<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 Agency
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Grantee shall comply
<br />with 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.
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