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to <br />Contract #68-2005 <br />Arcadia Health Services, Inc. <br />Survival of Promises: All promises, requirements, <br />terms, conditions, provisions, representations, <br />guarantees, and warranties contained herein shall <br />survive the contract expiration or termination date <br />unless specifically provided otherwise herein, or <br />unless superseded by applicable Federal or State <br />statutes of limitation. <br />Intellectual Property Rights <br />Copyrights and Ownership of Deliverables: All <br />deliverable items produced pursuant to this contract <br />are the exclusive property of the County. The <br />Contractor shall not assert a claim of copyright or <br />other property interest in such deliverables. <br />Federal Intellectual Property Bankruptcy <br />Protection Act: The Parties agree that the County <br />shall be entitled to all rights and benefits of the <br />Federal Intellectual Property Bankruptcy Protection <br />Act, Public Law 100-506, codified at 11 U.S.C. 365 <br />(n) and any amendments thereto. <br />Confidentiality: Any information, data, instruments, <br />documents, studies or reports given to or prepared or <br />assembled by the Contractor under this agreement <br />shall be kept as confidential and not divulged or made <br />available to any individual or organization without the <br />prior written approval of the County. The Contractor <br />acknowledges that in receiving, storing, processing or <br />otherwise dealing with any confidential information it <br />will safeguard and not further disclose the information <br />except as otherwise provided in this contract. <br />Oversight <br />Access to Persons and Records: The State Auditor <br />shall have access to persons and records as a result of <br />all contracts or grants entered into by State agencies <br />or political subdivisions in accordance with General <br />Statute 147-64.7. Additionally, as the State funding <br />authority, the Department of Health and Human <br />Services shall have access to persons and records as a <br />result of all contracts or grants entered into by State <br />agencies or political subdivisions. <br />Compliance with Applicable Laws <br />Compliance with Laws: The Contractor 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 Contractor <br />shall comply with all federal and State laws relating to <br />equal employment opportunity. <br />Health Insurance Portability and Accountability <br />Act (HIPAA): The Contractor agrees that, if the <br />County determines that some or all of the activities <br />within the scope of this contract are subject to the <br />Health Insurance Portability and Accountability Act <br />of 1996, P.L. 104-91, as amended ("HIPAA"), or its <br />implementing regulations, it will comply with the <br />HIPAA requirements and will execute such <br />agreements and practices as the County may require <br />to ensure compliance. <br />Confidentiality <br />Record Retention: Records shall not be destroyed, <br />purged or disposed of without the express written <br />consent of the County. The Department of Health and <br />Human Services' basic records retention policy <br />requires all records to be retained for a minimum of <br />three years following completion or termination of the <br />contract. If the contract is subject to Federal policy <br />and regulations, record retention will normally be <br />longer than three years since records must. be retained <br />for a period of three years following submission of the <br />fmal Federal Financial Status Report, if applicable, or <br />three years following the submission of a revised final <br />Federal Financial Status Report. Also, if any <br />litigation, claim, negotiation, audit, disallowance <br />action, or other action involving this contract has been <br />started before expiration of the three year retention <br />period described above, the records must be retained <br />until completion of the action and resolution of all <br />issues which arise from it, or until the end of the <br />regular three year period described above, whichever <br />is later. <br />Warranties and Certifications <br />Date and Time Warranty: The Contractor warrants <br />that the product(s) and service(s) furnished pursuant <br />General Terms and Conditions - (06/04) Page 3 of 5 <br />