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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 /> S. 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 TJCGG 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 TJCGG 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 TJCGG. TJCGG 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 TJCGG or Sub recipient <br /> upon thirty(30)days written notice without penalty. In the event of such termination, <br /> TJCGG 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 /> assign this Agreement to its successors and assigns, including all covenants and <br /> agreements hereunder, without the prior written consent of either TJCGG 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 />