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DocuSign Envelope ID: D37C6C9E-3CC6-4586-B782-34070527DC90
<br /> entitled to receive just and equitable compensation for determines that some or all of the activities within the
<br /> any satisfactory work completed on such materials, scope of this contract are subject to the Health Insurance
<br /> minus any payment or compensation previously made. Portability and Accountability Act of 1996, P.L. 104-91,
<br /> as amended("HIPAA"), or its implementing regulations,
<br /> rmination for Cause: If, through any cause, the it will comply with the HIPAA requirements and will
<br /> Grantee shall fail to fulfill its obligations under this execute such agreements and practices as the Agency
<br /> Contract in a timely and proper manner, the Agency may require to ensure compliance.
<br /> shall have the right to terminate this Contract by giving
<br /> written notice to the Grantee and specifying the effective Executive Order#24: `By Executive Order 24, issued
<br /> date thereof. In that event, all finished or unfinished by Governor Perdue, and NCGS 133-32, it is unlawful
<br /> deliverable items prepared by the Grantee under this for any vendor or contractor ( i.e. architect, bidder,
<br /> Contract shall, at the option of the Agency, become its contractor, construction manager, design professional,
<br /> property and the Grantee shall be entitled to receive just engineer, landlord, offeror, seller, subcontractor,
<br /> and equitable compensation for any satisfactory work supplier, or vendor), to make gifts or to give favors to
<br /> completed on such materials, minus any payment or any State employee of the Governor's Cabinet Agencies
<br /> compensation previously made. Notwithstanding the (i.e., Administration, Commerce, Correction, Crime
<br /> foregoing provision, the Grantee shall not be relieved of Control and Public Safety, Cultural Resources,
<br /> liability to the Agency for damages sustained by the Environment and Natural Resources, Health and Human
<br /> Agency by virtue of the Grantee's breach of this Services, Juvenile Justice and Delinquency Prevention,
<br /> agreement, and the Agency may withhold any payment Revenue, Transportation, and the Office of the
<br /> due the Grantee for the purpose of setoff until such time Governor). This prohibition covers those vendors and
<br /> as the exact amount of damages due the Agency from contractors who have a contract with a governmental
<br /> such breach can be determined. agency; or have performed under such a contract within
<br /> the past year; or anticipate bidding on such a contract in
<br /> Waiver of Default: Waiver by the Agency of any the future.
<br /> default or breach in compliance with the terms of this
<br /> Contract by the Grantee shall not be deemed a waiver of For additional information regarding the specific
<br /> ny subsequent default or breach and shall not be requirements and exemptions, vendors and contractors
<br /> _onstrued to be modification of the terms of this are encouraged to review Executive Order 24 and NCGS
<br /> Contract unless stated to be such in writing, signed by an Sec. 133-32.
<br /> authorized representative of the Agency and the Grantee
<br /> and attached to the contract. Executive Order 24 also encouraged and invited other
<br /> State Agencies to implement the requirements and
<br /> Availability of Funds: The parties to this Contract prohibitions of the Executive Order to their agencies.
<br /> agree and understand that the payment of the sums Vendors and contractors should contact other State
<br /> specified in this Contract is dependent and contingent Agencies to determine if those agencies have adopted
<br /> upon and subject to the appropriation, allocation, and Executive Order 24."
<br /> availability of funds for this purpose to the Agency.
<br /> Intellectual Property Rights
<br /> Force Majeure: Neither party shall be deemed to be in
<br /> default of its obligations hereunder if and so long as it is Copyrights and Ownership of Deliverables: All
<br /> prevented from performing such obligations by any act deliverable items produced pursuant to this Contract are
<br /> of war, hostile foreign action, nuclear explosion, riot, the exclusive property of the Agency. The Grantee shall
<br /> strikes, civil insurrection, earthquake,hurricane,tornado, not assert a claim of copyright or other property interest
<br /> or other catastrophic natural event or act of God. in such deliverables.
<br /> Survival of Promises: All promises, requirements, Compliance with Applicable Laws
<br /> terms, conditions, provisions, representations,
<br /> guarantees,and warranties contained herein shall survive Compliance with Laws: The Grantee shall comply
<br /> the contract expiration or termination date unless with all laws, ordinances, codes, rules, regulations, and
<br /> specifically provided otherwise herein, or unless licensing requirements that are applicable to the conduct
<br /> ( ,uperseded by applicable federal or state statutes of of its business, including those of federal, state, and local
<br /> imitation. agencies having jurisdiction and/or authority.
<br /> Health Insurance Portability and Accountability Act
<br /> (HIPAA): The Contractor agrees that, if the Agency
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