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<br /> 12. Survival of Promises: All promises, requirements, terms, conditions, provisions, representations, guarantees,
<br /> and warranties contained herein shall survive the Contract expiration or termination date unless specifically
<br /> provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitation.
<br /> 13. Copyrights,Ownership and Licensing of Deliverables:All deliverable items produced pursuant to this Contract
<br /> shall be the exclusive property of the Grantee, including all rights, title and interest in the deliverable items,
<br /> whether they arise in intellectual property or otherwise.
<br /> Notwithstanding the foregoing, the Grantee agrees to grant to the Agency, at no charge to the Agency, a non-
<br /> exclusive,royalty-free,non-transferable,non-assignable license to use,publish,distribute, reproduce,and make
<br /> derivative works from all deliverable items produced pursuant to this Contract throughout the world, an
<br /> unlimited number of times, and in any and all media or format, now known or hereafter invented, for any use
<br /> the Agency deems appropriate and in keeping with the intention of the grant, including, but not limited to,
<br /> advertising and promotion.
<br /> This license is not to be construed as a conveyance or surrender of copyright, trademark, or any other right or
<br /> interest, based in intellectual property or otherwise,that is or may be vested in the Grantee's ownership of the
<br /> deliverable items.
<br /> Furthermore, the Grantee warrants and represents that the Grantee is the sole owner of all rights, title and
<br /> interest in all deliverable items produced pursuant to this Contract, including but not limited to, copyright,
<br /> trademark and any other intellectual property rights, and that this Contract and the rights licensed herein do
<br /> not violate any other party's rights or interests in intellectual property or otherwise.
<br /> In addition, the Grantee agrees not to use the deliverable items in any manner that could be perceived as
<br /> inflammatory,discriminatory, or violently or sexually suggestive,or to suggest speech on the part of the Agency
<br /> or the State of North Carolina which would be unlawful by a government agency.
<br /> 14. Compliance with Laws: The Grantee shall comply with all laws, ordinances, codes, rules, regulations, and
<br /> licensing requirements that are applicable to the conduct of its business, including those of Federal, State, and
<br /> local agencies having jurisdiction and/or authority.
<br /> 15. Equal Employment Opportunity: The Grantee shall comply with all federal and state laws relating to equal
<br /> employment opportunity. The Grantee shall take affirmative action in complying with all federal and state
<br /> requirements concerning fair employment and employment of people with disabilities and concerning the
<br /> treatment of all employees without regard to discrimination by reason of race, color, religion, sex, national
<br /> origin,or disability. By signing this Agreement,the Grantee certifies its compliance with Title VI Civil Rights laws,
<br /> and that it will cooperate in demonstrating compliance as may be required by the US Treasury. Further
<br /> information on North Carolina's duties may be found in Treasury's implementing regulations, 31 CFR part 22,
<br /> and the Department of Justice (DOJ) regulations, Coordination of Non-discrimination in Federally Assisted
<br /> Programs,28 CFR part 42,provide for the collection of data and information from recipients(see 28 CFR 42.406).
<br /> 16. Access to Persons and Records: The State Auditor shall have access to persons and records as a result of all
<br /> contracts or grants entered into by State agencies or political subdivisions in accordance with N.C.G.S. 147-64.7.
<br /> The Grantee shall retain all records for a period of five years following completion of the contract. Additionally,
<br /> the Agency and the North Carolina Office of State Budget and Management shall have access to persons and
<br /> records as a result of all contracts or grants entered into by State agencies or political subdivisions.
<br /> Rev. 07/2024 Governmental 4 of 8
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