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Force Majeure: Neither. party shall be deemed to be in
<br />default of its obligations hereunder if and so Ibng as it is
<br />prevented from performing such obligations by any act of
<br />war, hostile foreign action, nuclear explosion, riot, strikes,
<br />evil insurrection, earthquake, hurricane, tornado, or other
<br />catastrophic natural event or act of God.
<br />Survival of Promises: All promises, requirements, terms,
<br />conditions, provisions, representations, guarantees, and
<br />warranties contained herein shall survive the contract
<br />expiration or termination date unless specifically provided
<br />otherwise herein, or unless superseded by applicable
<br />Federal or State statutes of limitation.
<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 Division. The Contractor shall
<br />not assert a claim of copyright or other property interest in
<br />such deliverables.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Contractor shall comply with
<br />all laws, ordinances, codes, rules, regulations, and
<br />licensing requirements that are applicable to the conduct of
<br />its business,. including those of federal, state, and local
<br />agencies having jurisdiction and/or authority.
<br />~qual Employment Opportunity: The Contractor shall
<br />omply with all federal and State laws relating to equal
<br />employment opportunity.
<br />Health Insurance Portability and Accountability Act
<br />(HIPAA): The Contractor agrees that, if the Division
<br />determines that some or all of the activities within the
<br />scope of this contract are subject to the Health
<br />Insurance Portability and Accountability Act of 1996, P.L.
<br />104-91, as amended ("HIPAA"), or its implementing
<br />regulations, it will comply with the HIPAA requirements
<br />and will execute such agreements and practices as the
<br />Division may require to ensure compliance.
<br />Confidentiality
<br />Confidentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Contractor under this agreement shall
<br />be kept as confidential and not divulged or made available
<br />to any individual or organization without the prior written
<br />approval of the Division. The Contractor acknowledges that
<br />in receiving, storing, processing or otherwise dealing with
<br />any confidential information it will safeguard and not further
<br />disclose the information except as otherwise provided in
<br />this contract.
<br />Oversight
<br />Access to Persons and Records: The State Auditor shall
<br />have access to persons and records as a result of all
<br />contracts or grants entered into by State agencies or
<br />political subdivisions in accordance with General Statute
<br />147-64.7. Additionally, as the State funding authority, the
<br />Department of Health and Human Services shall have
<br />access to persons and records as a result of all contracts
<br />or grants entered into by State agencies or political
<br />subdivisions.
<br />Record Retention: Records shall not be destroyed,
<br />purged or disposed of without the express written consent
<br />of the Division. State basic records retention policy
<br />requires all grant records to be retained for a minimum of
<br />five years or until all audit exceptions have been resolved,
<br />whichever is longer. If the contract is subject to Federal
<br />policy and regulations, record retention maybe longer than
<br />five years since records must be retained for a period of
<br />three years following submission of the final Federal
<br />Financial Status Report, if applicable, or three years
<br />following the submission of a revised final Federal
<br />Financial Status Report. Also, if any litigation, claim,
<br />negotiation, audit, disallowance action, or other action
<br />involving this Contract has been started before expiration
<br />of the five-year retention period described above, the
<br />records must be retained until completion of the action and
<br />resolution of all issues which arise from it, or until the end
<br />of the regular five-year period described above, whichever
<br />is later.
<br />Miscellaneous
<br />Choice of Law: The validity of this contract and any of its
<br />terms or provisions, as well as the rights and duties of the
<br />parties to this contract, are governed by the laws of North
<br />Carolina. The Contractor, by signing this contract, agrees
<br />and submits, solely for matters concerning this Contract, to
<br />the exclusive jurisdiction of the courts of North Carolina
<br />and agrees, solely for such purpose, that the exclusive
<br />venue for any legal proceedings shall be Wake County,
<br />North Carolina. The place of this contract and all
<br />transactions and agreements relating to it, and their situs
<br />and forum, shall be Wake County, North Carolina, where
<br />all matters, whether sounding in contract or tort, relating to
<br />the validity, construction, interpretation, and enforcement
<br />shall be determined.
<br />Amendment: This contract may not be amended orally or
<br />by performance. Any amendment must be made in written
<br />form and executed by duly authorized representatives of
<br />the Division and the Contractor. The Purchase and
<br />Contract Divisions of the NC Department of Administration
<br />and the NC Department of Health and Human Services
<br />shall give prior approval to any amendment to a contract
<br />awarded through those offices.
<br />• Severability: In the event that a court of competent
<br />jurisdiction holds that a provision or requirement of this
<br />contract violates any applicable law, each such provision
<br />DHHS (.General Terms and.Conditions) (Local Government) (2/06) Page 2 of 3
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