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Docusign Envelope ID : 58385E6A-CCB24965-9AFB-3OE53E96EFOE
<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 provided otherwise herein , or unless superseded by applicable Federal or State statutes of limitation .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, I
<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 . j
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<br /> 1S . 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 /> DS
<br /> Rev . 07/2024 Governmental 4 of 8
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