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7 . Project Records . The Sub recipient shall maintain all books , documents , papers , <br /> accounting records , Project records and such other evidence as may be appropriate to <br /> substantiate costs incurred under this Agreement . Further, the Sub recipient shall make <br /> such materials available at its office and shall require its agent to make such materials <br /> available at its office at all reasonable times during the contract period , and for five ( 5 ) <br /> years from the date of payment of the final voucher . <br /> 8 . Amendments - Waiver . Any amendment to or modification of this Agreement and any <br /> waiver of any provision hereof, shall be in writing and shall require the prior written <br /> approval of TJCOG and Sub recipient . <br /> 9 . Governing Law . This Agreement shall be governed by and construed in accordance <br /> with the laws of the State of North Carolina applicable to contracts made and to be <br /> performed therein . <br /> 10 . Consent to Jurisdiction . Each Party hereby agrees to submit to the nonexclusive <br /> jurisdiction of the court in and of the State of North Carolina and to the courts to which <br /> an appeal of the decisions of such courts may be taken and consents that service of <br /> process with respect to all courts in and of the State of North Carolina may be made <br /> by registered mail to such address set forth on page 1 hereof. <br /> 11 . No Third Party Beneficiaries . This Agreement is not intended to confer any rights or <br /> remedies upon any Person other than the parties hereto and their successors and <br /> permitted assigns . <br /> 12 . Independent Contractors . The parties expressly acknowledge hereto that the <br /> relationship of Sub recipient to TJCOG is that of independent contractors . Nothing <br /> contained in this Agreement shall create an employer - employee , principal - agent , or <br /> partnership relationship between Sub recipient and TJCOG . TJCOG shall not exercise <br /> control or direction over the manner or method by which services are rendered by Sub <br /> recipient hereunder, either expressly or by implication . <br /> 13 . Termination . This Agreement may be terminated by either TJCOG or Sub recipient <br /> upon thirty (30 ) days written notice without penalty . In the event of such termination, <br /> TJCOG shall be liable only for payments due hereunder for expenses and services <br /> rendered by Sub recipient prior to the date of the notice of termination . <br /> 14 . Successors and Assigns . Neither of the Sub recipient parties shall have the right to <br /> its successors and assigns , including all covenants and assign this Agreement to <br /> agreements hereunder, without the prior written consent of either TJCOG or Sub <br /> recipient . <br /> 15 . Captions : Gender and Number . The captions of the sections of this Agreement are for <br /> convenience of reference only and in no way define , limit or affect the scope or <br /> substance of any section of this Agreement . The gender and number used in this <br /> Agreement are used as reference terms only and shall apply with the same effect <br /> whether the parties are of the masculine , neuter or feminine gender , corporate or other <br /> form, and the singular shall likewise include the plural . <br /> 3 <br />