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ATTACHMENT A
<br />Indemnity
<br />Indemnification: In the event of a claim against
<br />either party by a third party arising out of this
<br />contract, the party whose actions gave rise to the
<br />claim is responsible for the defense of the claim and
<br />any resulting liability, provided that a party may not
<br />waive the other party's sovereign immunity or similar
<br />defenses. The parties agree to consult with each
<br />other over the appropriate handling of a claim and, in
<br />the event they cannot agree, to consult with the
<br />Office of the Attorney General.
<br />withhold payment to the Grantee for the purpose of
<br />set off until such time as the exact amount of
<br />damages due the Agency from such breach can be
<br />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 is not a waiver of any
<br />subsequent default or breach and is not a
<br />modification of the terms of this Contract unless
<br />stated to be such in writing, .signed by an authorized
<br />representative of the Agency and the Grantee and
<br />attached to the contract.
<br />Default and Termination
<br />Termination by Mutual Consent: Either party may
<br />terminate this agreement upon thirty (30) days
<br />notice in writing from the other party. In that
<br />event, all finished or unfinished documents and
<br />other materials, at the option of the Agency, be
<br />submitted to the Agency. If the contract is
<br />terminated as provided herein, the Grantee is paid
<br />in an amount which bears the same ratio to the
<br />total compensation as -the services actually
<br />performed bear to the total services of the Grantee
<br />covered by this agreement; for costs of work
<br />performed by subcontractors for the Grantee
<br />provided that such subcontracts have been
<br />approved as provided herein; or for each full day of
<br />services performed where compensation is based
<br />on each full day of services performed, less
<br />payment of compensation previously made. The
<br />Grantee repays to the Agency any compensation
<br />the Grantee has received which is in excess of the
<br />payment to which he is entitled herein.
<br />Termination for Cause: If, through any cause, the
<br />Grantee fails to fulfill in timely and proper manner
<br />the obligations under this agreement, the Agency
<br />thereupon has the right to terminate this contract
<br />by giving written notice to the Grantee of such
<br />termination and specifying the reason thereof and
<br />the effective date thereof. In that event, all
<br />finished or unfinished documents, data, studies,
<br />surveys, drawings, maps, models, photographs, and
<br />reports prepared by the Grantee , at the option of
<br />the Agency, be submitted to the Agency, and the
<br />Grantee is entitled to receive just and equitable
<br />compensation for any satisfactory work completed
<br />on such documents and other materials. The
<br />Grantee is not relieved of liability to the Agency
<br />for damages sustained by the Agency by virtue of
<br />any breach of this agreement, and the Agency may
<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 is in default of its
<br />obligations hereunder if and it is prevented from
<br />performing such obligations by any act of war,
<br />hostile foreign action, nuclear explosion, riot, strikes,
<br />civil insurrection, earthquake, hurricane, tornado, or
<br />other catastrophic natural event or act of God.
<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: Any
<br />and all copyrights resulting from work under this
<br />agreement shall belong to the Grantee. The
<br />Grantee hereby grants to the North Carolina
<br />Department of Environment and Natural Resources
<br />a royalty-free, non-exclusive, paid-up license to
<br />use, publish and distribute results of work under
<br />this agreement for North Carolina State
<br />Government purposes only.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Grantee understands
<br />and agrees that is subject to compliance with all laws,
<br />ordinances, codes, rules, regulations, and licensing
<br />requirements that are applicable to the conduct of its
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