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6 <br /> ARTICLE 5. AUDIT AND RECORDS <br /> Financial records, supporting documents and other records pertinent to this <br /> agreement shall be retained by the SUBCONTRACTOR for a period of three <br /> (3)years from the date of submission of the final expenditure report. Records <br /> pertaining to audits, appeals, litigation or settlement of claims arising out of <br /> performance of this subcontract shall be retained until such audits, appeals, <br /> litigation or claims have been settled. <br /> ARTICLE 6. KEY PERSONNEL <br /> Drs. Janice Dodds and Eugenia Eng shall represent UNC-CH as Principal <br /> Investigators and shall be responsible for overall technical matters relating to <br /> this agreement. <br /> Mr. Daniel Reimer shall represent SUBGRANTEE as Principal Investigator and <br /> shall not be replaced without written notice to UNC-CH within 30 days of the <br /> change. <br /> S. Kent Walker, or his designee, shall represent UNC-CH as Contract <br /> Administrator and shall be responsible for all matters relating to the <br /> interpretation and administration of this agreement. <br /> ARTICLE 7. REPORTS <br /> SUBGRANTEE shall render all reasonable technical reports as described in <br /> Exhibit C and required by the UNC-CH Principal Investigators. The <br /> SUBGRANTEE also agrees to provide an annual report of expenditures no later <br /> than 30 days after termination of the budget period. <br /> Failure to submit reports described in this agreement in a timely manner constitutes <br /> non-compliance and shall be grounds for termination of this agreement. <br /> ARTICLE 8. LIABILITY <br /> The SUBGRANTEE shall at all times be considered to be an independent <br /> contractor and shall not hold himself/herself out as an employee of UNC-CH. <br /> Each party shall be solely liable for any claims, actions, demands or damages <br /> arising out of its performance of this Agreement. <br /> 3 <br />