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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 Standands, and cost principles referenced in the prime owand, as oppropriaba, and any addenda <br /> thereafter. Any prior approvals are to be sought from UNC-CH. <br /> 2. RECORDS <br /> (a) The SUBRECIPIENT'S fani|iUes, or such part thereof as may be engaged in the performance of this <br /> Agreemant, and any pertinent bnoks, 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 recondo, 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, ocUono, <br /> demands or damages arising out of its performance of this Agreement. <br /> 5. SEVERABILITY <br /> If any provision of this Agreement or any provision of any document incorporated by reference shall be held <br /> inve|id, such invalidity shall not affect the other provisions of this Agreement which can be given effect without <br /> the invalid provioion, and to this and the provisions of this Agreement are declared to be severable. <br /> 6. SPECIAL PROVISIONS <br /> The following c|aueea, which have been morhmd, 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 /> F~ (a) Publicity r (g) Human Subjects <br /> T- (b) Equipment r (h) HIPAA <br /> ) <br /> (c) Copyright r (i) Vertebrate Animals <br /> ✓ (d) Patents r (j) Payment Schedule <br /> ✓ (e) Publications <br /> ✓ (f) Civil Rights and Equal Employment Opportunity <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 <br /> accountability under this award. <br />