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DocuSign Envelope ID : 31D67EUB-= &49133-86AC -6C601 CADD1 FF
<br /> Intellectual Property Rights of three years following submission of the final Federal
<br /> Financial Status Report, if applicable , or three years
<br /> Copyrights and Ownership of Deliverables : All following the submission of a revised final Federal
<br /> deliverable items produced pursuant to this Contract are Financial Status Report . Also , if any litigation , claim ,
<br /> the exclusive property of the Recipient . The Subrecipient negotiation , audit, disallowance action , or other action
<br /> shall not assert a claim of copyright or other property involving this Contract has been started before expiration
<br /> interest in such deliverables . of the five -year retention period described above , the
<br /> records must be retained until completion of the action
<br /> and resolution of all issues which arise from it , or until the
<br /> Compliance with Applicable Laws end of the regular five -year period described above ,
<br /> whichever is later .
<br /> Compliance with Laws : The Subrecipient shall comply
<br /> with all laws , ordinances , codes , rules , regulations , and Miscellaneous
<br /> licensing requirements that are applicable to the conduct
<br /> of its business , including those of federal , state , and local Choice of Law : The validity of this Contract and any of
<br /> agencies having jurisdiction and/or authority , its terms or provisions , as well as the rights and duties of
<br /> the parties to this Contract , are governed by the laws of
<br /> Equal Employment Opportunity : The Subrecipient North Carolina , The Subrecipient , by signing this
<br /> shall comply with all federal and state laws relating to Contract, agrees and submits , solely for matters
<br /> equal employment opportunity . concerning this Contract , to the exclusive jurisdiction of
<br /> the courts of North Carolina and agrees , solely for such
<br /> Confidentiality purpose , that the exclusive venue for any legal
<br /> proceedings shall be Wake County, North Carolina . The
<br /> Confidentiality : Any information , data , instruments , place of this Contract and all transactions and agreements
<br /> documents , studies or reports given to or prepared or relating to it, and their situs and forum , shall be Wake
<br /> assembled by the Subrecipient under this agreement shall County, North Carolina, where all matters , whether
<br /> be kept as confidential and not divulged or made available sounding in contract or tort , relating to the validity,
<br /> to any individual or organization without the prior written construction , interpretation , and enforcement shall be
<br /> approval of the Recipient . The Subrecipient determined .
<br /> acknowledges that in receiving , storing, processing or
<br /> otherwise dealing with any confidential information it Amendment : This Contract may not be amended orally
<br /> will safeguard and not further disclose the information or by performance . Any amendment must be made in
<br /> except as otherwise provided in this Contract . written form and executed by duly authorized
<br /> representatives of the Recipient and the Subrecipient .
<br /> Oversight
<br /> Severability : In the event that a court of competent
<br /> Access to Persons and Records : The State Auditor shall jurisdiction holds that a provision or requirement of this
<br /> have access to persons and records as a result of all Contract violates any applicable law , each such provision
<br /> contracts or grants entered into by State agencies or or requirement shall continue to be enforced to the extent
<br /> political subdivisions in accordance with NCGS 147 - it is not in violation of law or is not otherwise
<br /> 64 . 7 . Additionally, as the State funding authority, the unenforceable and all other provisions and requirements
<br /> Recipient and all applicable federal agencies or their of this Contract shall remain in full force and effect ,
<br /> agents shall have access to persons and records as a result
<br /> of all contracts or grants entered into by State agencies or Headings : The Section and Paragraph headings in these
<br /> political subdivisions . General Terms and Conditions are not material parts of
<br /> the agreement and should not be used to construe the
<br /> Record Retention : Records shall not be destroyed, meaning thereof.
<br /> purged or disposed of without the express written consent
<br /> of the Recipient . State basic records retention policy Time of the Essence : Time is of the essence in the
<br /> requires all grant records to be retained for a minimum of performance of this Contract ,
<br /> five years or until all audit exceptions have been resolved,
<br /> whichever is longer . If the contract is subject to federal Key Personnel : The Contractor shall not replace any of
<br /> policy and regulations , record retention may be longer the key personnel assigned to the performance of this
<br /> than five years since records must be retained for a period contract without the prior written approval of the
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