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DocuSign Envelope ID: 316CF52D-36A5-4EEC-A194-3625F55E259C <br /> Attachment 2 <br /> Research Subaward Agreement <br /> Special Terms and Conditions <br /> 1. ALLOWABLE COSTS <br /> The amount authorized will cover the direct costs of the research and whatever indirect costs are allocable <br /> thereto. The allowability of costs will be determined in accordance with OMB Circular A-21, applicable Cost <br /> Accounting Standards, and cost principles referenced in the prime award, as appropriate, and any addenda <br /> thereafter. Any prior approvals are to be sought from UNC-CH. <br /> 2. RECORDS <br /> (a) The SUBRECIPIENT'S facilities, or such part thereof as may be engaged in the performance of this <br /> Agreement, and any pertinent books, documents, papers and records directly related to performance of <br /> this Agreement, shall be subject at all reasonable times to inspection and audit by UNC-CH, , the State of <br /> North Carolina or any authorized representatives. <br /> (b) Financial records, supporting documents and other records pertinent to this Agreement shall be retained by <br /> the SUBRECIPIENT for a period of at least three (3) years from the date of submission of the final <br /> expenditure report and additional time as required by prime award. Records pertaining to audits, appeals, <br /> litigation or settlement of claims arising out of performance of this Agreement shall be retained until such <br /> audits, appeals, litigation or claims have been settled. <br /> 3. SUBCONTRACTING <br /> None of the work performed under this Agreement shall be subcontracted without prior written authorization <br /> from UNC-CH. <br /> 4. LIABILITY <br /> The SUBRECIPIENT shall at all times be considered to be an independent contractor and shall not hold <br /> himself/herself out as an employee of UNC-CH. Each party shall be solely liable for any claims, actions, j <br /> demands or damages arising out of its performance of this Agreement. <br /> I <br /> 5. SEVERABILITY j <br /> If any provision of this Agreement or any provision of any document incorporated by reference shall be held <br /> invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without <br /> the invalid provision, and to this end the provisions of this Agreement are declared to be severable. <br /> 6. SPECIAL PROVISIONS <br /> The following clauses, which have been marked, are incorporated into this Agreement. The full text of the <br /> clauses is included in their entirety in the Attachment 2 continuation to this Agreement <br /> ❑ (a)Publicity ❑ (g) Human Subjects <br /> ❑ (b)Equipment ❑ (h) HIPAA <br /> ❑ (c)Copyright ❑ (i) Vertebrate Animals <br /> ❑ (d)Patents ❑ (j) Payment Schedule <br /> ❑ (e)Publications <br /> ❑ (f) Civil Rights and Equal Employment Opportunity <br /> I <br /> j <br /> (a) PUBLICITY <br /> Neither party shall use the name of the other party in news releases or advertising or in other publications <br /> directed to the general public without approval of an authorized signatory of the other party. <br /> (b) EQUIPMENT <br /> Title to all equipment purchased under this Agreement will be retained in accordance with prime award <br /> requirements. The SUBRECIPIENT agrees to maintain sufficient records to enable UNC-CH to fulfill its I <br /> accountability under this award. <br /> I <br /> i <br /> i <br /> i <br /> j <br /> i <br />