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Attachment A
<br /> GENERAL TERMS AND CONDITIONS
<br /> Availability of Funds: The parties to this contract agree Confidentiality
<br /> and understand that the payment of the sums specified in
<br /> this contract is dependent and contingent upon and subject Confidentiality: Any information, data, instruments,
<br /> to the appropriation,allocation, and availability of funds for documents, studies or reports given to or prepared or
<br /> this purpose to the Contractor from federal,state and local assembled by the Subcontractor under this agreement
<br /> sources. shall be kept as confidential and not divulged or made
<br /> available to any individual or organization without the prior
<br /> Force Majeure: Neither party shall be deemed to be in written approval of the Contractor. The Subcontractor
<br /> default of its obligations hereunder if and so long as it is acknowledges that in receiving, storing, processing or
<br /> prevented from performing such obligations by any act of otherwise dealing with any confidential information it will
<br /> war, hostile foreign action, nuclear explosion, riot, strikes, safeguard and not further disclose the information except
<br /> civil insurrection, earthquake, hurricane, tornado, or other as otherwise provided in this contract.
<br /> catastrophic natural event or act of God.
<br /> Oversight
<br /> Survival of Promises: All promises,requirements,terms,
<br /> conditions, provisions, representations, guarantees, and Access to Persons and Records: The Contractor,
<br /> warranties contained herein shall survive the contract County,Area Agency on Aging, Division of Aging and Adult
<br /> expiration or termination date unless specifically provided Services, other authorized officials of the Contractor,
<br /> otherwise herein, or unless superseded by applicable funding authorities, the North Carolina State Auditor,
<br /> Federal or State statutes of limitation. and/or applicable federal agencies shall have access to
<br /> persons and records as a result of all contracts or grants
<br /> Intellectual Property Rights entered into by State agencies or political subdivisions in
<br /> accordance with General Statute 147-64.7. Additionally,
<br /> Copyrights and Ownership of Deliverables: All as a State funding authority,the Department of Health and
<br /> deliverable items produced pursuant to this contract are Human Services shall have access to persons and records
<br /> the exclusive property of the Contractor. The as a result of all contracts or grants entered into by State
<br /> subcontractor shall not assert a claim of copyright or other agencies or political subdivisions.
<br /> property interest in such deliverables.
<br /> Record Retention: Records shall not be destroyed,
<br /> Federal Intellectual Property Bankruptcy Protection purged or disposed of without the express written consent
<br /> Act:The Parties agree that the Contractor shall be entitled of the Contractor. State basic records retention policy
<br /> to all rights and benefits of the Federal Intellectual Property requires all grant records to be retained for a minimum of
<br /> Bankruptcy Protection Act, Public Law 100-506,codified at five years or until all audit exceptions have been resolved,
<br /> 11 U.S.C. 365 (n) and any amendments thereto. whichever is longer. If the contract is subject to federal
<br /> policy and regulations, record retention may be longer than
<br /> Compliance with Applicable Laws five years since records must be retained for a period of
<br /> three years following submission of the final Federal
<br /> Compliance with Laws: The Subcontractor shall comply Financial Status Report, if applicable, or three years
<br /> with all laws, ordinances, codes, rules, regulations, and following the submission of a revised final Federal
<br /> licensing requirements that are applicable to the conduct of Financial Status Report. Also, if any litigation, claim,
<br /> its business, including those of federal, state, and local negotiation, audit, disallowance action, or other action
<br /> agencies having jurisdiction and/or authority. involving this Contract has been started before expiration
<br /> of the five-year retention period described above, the
<br /> Equal Employment Opportunity: The Subcontractor records must be retained until completion of the action and
<br /> shall comply with all federal and State laws relating to resolution of all issues which arise from it, or until the end
<br /> equal employment opportunity. of the regular five-year period described above,whichever
<br /> is later. The record retention period for Temporary
<br /> Health Insurance Portability and Accountability Act Assistance for Needy Families(TANF)and MEDICAID and
<br /> (HIPAA): The Subcontractor agrees that, if the Medical Assistance grants and programs must be retained
<br /> Contractor determines that some or all of the activities for a minimum of ten years.
<br /> within the scope of this contract are subject to the Health
<br /> Insurance Portability and Accountability Act of 1996, P.L. Warranties and Certifications
<br /> 104-91, as amended ("HIPAA"), or its implementing
<br /> regulations, it will comply with the HIPAA requirements Date and Time Warranty: The Subcontractor warrants
<br /> and will execute such agreements and practices as the that the product(s)and service(s)furnished pursuant to this
<br /> Contractor may require to ensure compliance. contract("product"includes,without limitation,any piece of
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