Agenda - 11-07-2024; 8-h - Acceptance of NC Department of Natural and Cultural Resources Grant – America 250 Program and Approval of Budget Amendment #2-E

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7 item for Agency purposes, as well as purposes of the State, and to authorize others to do so. Further, the Grantee shall require all subrecipients and subcontractors to include in all agreements relating to this Contract a clause giving the Agency the same rights,title, and license granted herein. This license is not to be construed as a conveyance or surrender of copyright,trademark, or any other right or interest, based in intellectual property or otherwise, that is or may be vested in the Grantee's ownership of the deliverable items. Furthermore,the Grantee warrants and represents that it will only create deliverable items in which the Grantee is the sole owner of all rights, title, and interest thereto. Such rights, title, and interests include, but are not limited to, copyright, trademark, and any other intellectual property rights. The Grantee warrants and represents that this Contract and the rights licensed herein do not violate any other parry's rights or interests in intellectual property or otherwise. In addition,the Grantee agrees to not use the deliverable items in any manner to suggest speech on the part of the Agency or the State of North Carolina or which would be unlawful by a government agency. 17. Federal Intellectual Property Bankruptcy Protection Act: The Parties agree that the Agency shall be entitled to all rights and benefits of the Federal Intellectual Property Bankruptcy Protection Act, Public Law 100-506,codified at 11 U.S.C. 365(n)and any amendments thereto. 18. Compliance with Laws: All Parties to this Contract shall comply with all laws, ordinances, codes, rules,regulations,and licensing requirements that are applicable to its conduct and to the administration of this Contract. 19. Equal Employment Opportunity: The Grantee shall comply with all federal and State laws relating to equal employment opportunity and fair and equal employment, including, but not limited to, Governor Cooper's Executive Order 24 as well as Title VII of the Civil Rights Act of 1964, as applicable. F 20. Access to Persons and Records: The State Auditor, DNCR Internal Auditors, the Joint Legislative Commission on Governmental Operations(as well as applicable legislative employees), and any other authorized State entity shall have access to persons and records as such access is required under North Carolina law(including but not limited to N.C.G.S. §§ 143-49& 147-64.7). 21. Record Retention: The Grantee shall retain documents and records relating to this Contract for a minimum of five years or until all audit exceptions have been resolved, whichever is longer. Also, if any litigation,claim,negotiation,audit,disallowance action,or other action involving this Contract has been started before expiration of the five-year retention period described above, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular Eve-year period described above,whichever is later. 22. Amendment:This Contract may not be amended orally or by performance.Amendments shall be made in writing on a form prepared by the Agency and duly executed by an authorized representative of the Agency and the Grantee. 23. Severability: In the event that a court of competent jurisdiction holds that a provision or requirement of this Contract violates any applicable law, each such provision or requirement shall continue to be enforced to the extent it is not in violation of law or is not otherwise unenforceable and all other provisions and requirements of this Contract shall remain in full force and effect. 24. Headings:The Section and Paragraph headings in these General Terms and Conditions are not material parts of the Contract and should not be used to construe the meaning of any text or content thereof. Page 5 of 14