2012-345 Health - NC State University Industrial Extension Services to Process Development Facilitation $ 1,370

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5.Neither party transfers by operation of this Agreement any intellectual property rights that either party now owns or hereafter acquires in the performance of the work.Should any invention potential arisc during this project,a sponsored project agreement("SPA")must be executed. 6.The liability of NC STATE,as an agency of the State of North Carolina,for bodily injury,property damage, infringement of proprietary rights and patents,and other items is limited by state law. 7.The Project Manager and/or the SPONSOR shall not seek a consulting arrangement with each other on the subject of this study during the period covered by this AGREEMENT,according to the Conflict of Interest Policies of NC State. 8.NC STATE shall deliver to the SPONSOR reports showing the results of the activity performed as described in the statement of work. 9.NC STATE shall have the right to publish the results obtained from this project;however, the SPONSOR shall review and edit a draft of the written text to prevent publication of any sponsor-owned information. 10.No Hazardous material is associated with this project. 11.Performance under this AGREEMENT may be terminated by either party upon thirty(30)days written notice. Upon termination by either party,NC STATE will be reimbursed for all costs and non-Cancelable commitments incurred in performance of the project prior to the date of termination in an amount not to exceed the total commitment. 12.This Agreement is governed by the laws of the State of North Carolina. 13.The SPONSOR shall indemnify and save harmless NC STATE,its officers,its agents,and its employees from all loss,cost,and expense arising out of any liability or claim of liability for injury or damages to persons or property sustained or claimed to have been sustained by any one whomsoever,by reason of the performance of this AGREEMENT,or by an act or omission of the SPONSOR or any of its officers,agents,employees,guest, patrons,or invitees. 14.The State or NC STATE auditor shall have access to�persons°and records as a result of aL"contracts or grants entered into by State agencies or political subdivisions in accordance with North Carolint,General Statute 147- 64.7 and Session Law 2010-194,Section 21. 15.If NC STATE provides the SPONSOR with personal identifiers as listed in N.C.G.S 132-1.10 and in N.C.G.S. 14-133.20(b)or any other legally confidential information,SPONSOR hereby certifies that collection of this information from NC STATE is necessary for the performance of SPONSOR's duties and responsibilities on behalf of NC STATE under this Contract.SPONSOR further certifies that it shall maintain the confidential and exempt status of any social security number information,as required by N.C.G.S. 132-1.10(c)(1),and that it shall not re-disclose personally identifiable information as directed by State and Federal laws.Failure to abide by legally applicable security measures and disclosure restrictions may result in the interruption,suspension and/or termination of the relationship with SPONSOR for a period of at least 5(5)years from date of violation.If SPONSOR experiences a security breach,as defined in N.C.G.S.75.61(14),relating to this information,in addition to the responsibilities under the NC Identity Theft Protection Act,SPONSOR sh al immediately notify NC STATE with the information listed in N.C.G.S 75-65(d)(1-4)and shall fully cooperate;with NC STATE. SPONSOR shall indemnify N,(STAA f r an re��h o�c fidentiality or failure of its responsibilities to protect confidential informa6Wq ecmcauy,ine�e cost�m3y include,but are not limited to,the cost of notification of affected persons as a result of its unauthorized release of NC STATE data provided to SPONSOR pursuant to the Contract.