2022-138-E-Social Svc-The University of North Carolina at Chapel Hill-provide data to DSS to support work with measuring racial equity in the county

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DocuSign Envelope ID:BOB92AD3-82E9-4802-986F-D4BA45DDF1D3 4) Intellectual Property.It is not anticipated that intellectual property will arise in University's performance ofthe Services.However,in the event of an invention by at least one employee of University the intellectual property shall be owned as follows:a)Inventions which involve the use of,composition of,or improvement to Client-provided materials or information,or a derivative, analogue thereof shall belong to Client; and b)Inventions which cover a scientific or analytical measurement process,technique,procedure,medium,device or other process which is not unique to characterizing,testing, or fabricating Client's proprietary materials or does not derive from Client-provided materials or Client's Confidential Information shall be owned by University. 5) Publicity.Neither party will use the name of the other party in any publicity,advertising,or news release without the prior written approval of the authorized representative of the other party.Notwithstanding the above, University reserves the right to disseminate the analysis or parts thereof resulting from Services provided under this Agreement in a public forum,such as its blog, and to publish the working relationship between Client and University for the provision of the Services related to this Agreement. 6) Termination.Either party may terminate this Agreement upon thirty days prior written notice to the other party.All reasonable costs and non-cancelable obligations incurred by University at the time of said termination shall be reimbursed by Client.At the request of Client,all unused Client-provided materials at the time of termination shall either be returned to Client or destroyed by University at the Client's expense. 7) Independent Contractor.In the performance of the Services,University shall be deemed to be and shall be an independent contractor. 8) No Warranties and Indemnity.University makes no warranties,express or implied,regarding the quality ofproduct produced under this Agreement.University shall use its reasonable efforts to perform the Services.University does not warrant or guarantee any results from a given project. University shall not be liable for Client's use of the report or other information provided by University. To the extent permitted by law,Client shall indemnify and hold harmless University against any claims and costs(including attorney's fees) arising out of Client's commercial sale or distribution of products orprocesses developed under this Agreement. 9) Export Control.University will not accept export-controlled materials or technical information under this Agreement. Client hereby represents and warrants that materials and technical information provided to University do not require any license from the U.S.government before being exported. 10)Hazardous Materials.All materials provided by Client must be accompanied by the appropriate environmental and safety information for those materials as required by law. 11)Governing Law.This Agreement and the duties,responsibilities,obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina.By executing this Agreement University affirms that University and any subcontractors of University are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement University certifies that University has not been identified, and has not utilized the services of any agent or subcontractor identified,on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement University certifies that University has not been identified,and has not utilized the services of any agent or subcontractor identified,on the list created by the State Treasurer pursuant to G.S. 147-86.81. 12)Entire Agreement.This Agreement,together with the attached Exhibit A,contains the entire agreement between the parties respecting the subject matter and supersedes or cancels all previous negotiations, agreements,commitments and writings between the parties on the subject of this Agreement.Should processing of this Agreement require issuance of a purchase order or other contractual document,all terms and conditions of said document are hereby deleted in entirety.This Agreement may not be amended in any manner except by an instrument in writing signed by the duly authorized representatives of each of the parties hereto. 13)Non-Discrimination. Each party shall at all times remain in compliance with all applicable local, state,and federal laws,rules, and regulations including but not limited to all state and federal non-discrimination laws,policies,rules,and regulations,including applicable non-discrimination and living wage policies.Non- 14)Appropriation.University acknowledges that Client is a governmental entity and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of Client's obligations under this Agreement, then this Agreement shall automatically expire immediately upon written notice to University of the unavailability or non- appropriation of public funds.It is expressly agreed that Client shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the Client's statutory authority,mandate,or mandated functions,by state or federal legislative or regulatory action,which adversely affects Client's authority to continue its obligations under this Agreement,then this Agreement shall automatically terminate upon written notice to University of such limitation or change in Client's legal authority. 14)Signatures.This Agreement together with any amendments or modifications may be executed electronically.All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66.