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Contract #
<br />(Contractor)
<br />existing North Carolina laws or this contract. The limits of
<br />coverage under each insurance policy maintained by the
<br />Contractor shall not be interpreted as limiting the
<br />contractor's liability and obligations under the contract.
<br />Default and Termination
<br />Force Majeure: Neither party shall be deemed to be in
<br />default of its obligations hereunder if and so long as it is
<br />prevented from performing such obligations by any act of
<br />war, hostile foreign action; nuclear explosion, riot, strikes,
<br />civil insurrection, earthquake, hurricane, tornado, or other
<br />catastrophic natural event or act of God. .
<br />Termination Without Cause: TFie-6eanty-Either Dartv
<br />may terminate this contract without-cause by giving 30
<br />days written notice tothe-Sentraster other nartv. In that
<br />everit, all finished or unfinished deliverable items prepared
<br />by the Contractor under this contract shall, at the option of
<br />the County, become its property and.the Contractor shall
<br />be entitled to receive just and equitable compensation for
<br />any satisfactory wol'k completed on such materials, minus
<br />any payment or compensation previously made.
<br />Termination for Cause: If; through any cause, the
<br />Contractor shall fail to fulfill its obligations under this
<br />contract in a timely and proper manner, the County shall
<br />have the right to terminate this contract by giving written
<br />notice to the Contractor and specifying the effective date
<br />thereof. In that event, all finished or unfinished deliverable
<br />items prepared by the Contractor under this contract shall,
<br />at the option of the County, become its property and the
<br />Contractor shall be entitled to receive. just and equitable
<br />compensation for any satisfactory work completed on such
<br />materials, minus any payment or compensation previously
<br />made. Notwithstanding the foregoing provision, the
<br />Contractorshall not be relieved of liability to the County for
<br />damages sustained by the County by virtue of the
<br />Contractor's breach of this agreement, and the County
<br />may withhold any payment due.the Contractor for the
<br />purpose of setoff until such time as.the exact amount of
<br />damages due the County. from such breach can be
<br />determined.
<br />. The filing of a petition for
<br />bankruptcy by the Contractor shall be an act of default
<br />under this contract.
<br />Waiver of Default: Waiver by the County of any default or
<br />breach in compliance with the terms of this contract bythe
<br />Provider shall not be deemed a waiver of any subsequent
<br />default or breach and shall not be construed to be
<br />modification of the terms of this contract unless stated to
<br />be such in writing, signed by an authorized representative
<br />of the County and the Contractor and attached to the
<br />contract.
<br />Availability of Funds: The parties to this contract agree
<br />and understand that the payment of the sums specified in
<br />this contract is dependentand contingent upon and subject
<br />to the appropriation, allocation, and availability of funds for
<br />this purpose to the County.
<br />F~~~
<br />Survival of Promises: All promises, requirements, terms,
<br />conditions, provisions, representations, guarantees, and
<br />warranties contained herein shall survive the contract
<br />expiration or termination date unless specificailyprovided
<br />otherwise herein, or unless. superseded by applicable
<br />Federal or State statutes of limitation.
<br />Intellectual Property Rights
<br />.Copyrights and Ownership of Deliverables: Ali
<br />deliverable items produced pursuant to this contract are
<br />the exclusive property ofthe County. The Contractorshall
<br />not assert a claim of copyright or other property interest in
<br />such deliverables.
<br />Federal Intellectual Property Bankruptcy Protection
<br />Act: The Parties agree that the County shall be entitled to
<br />ail rights and benefits of the Federal Intellectual Property
<br />Bankruptcy Protection Act, Public Law 100-506, codified at
<br />11 U.S.C. 365 (n) and any amendments thereto.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Contractorshalicomplywith
<br />all laws, ordinances, codes, rules, regulations, .and
<br />licensing requirements that are applicable to the conduct of
<br />its business, including those of federal, state, and local
<br />agencies having jurisdiction and/or authority.
<br />Equal Employment Opportunity: The Contractor shall
<br />comply with all federal and State laws relating to equal
<br />employment opportunity.
<br />Health Insurance Portability and Accountability Act
<br />(HIPAA): The Contractor agrees that, if the County
<br />determines that some or all of the activities within the
<br />scope of this contract are subject to the Health
<br />Insurance Portability and Accountability Act of 1996, P.L.
<br />104-91, as amended ("HIPAA"), or its implementing
<br />regulations, it will comply with the HIPAA requirements
<br />and will execute such agreements and practices as the
<br />County may require to ensure compliance.
<br />Confidentiality
<br />Confidentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the-GontrastaF either party under this
<br />agreement shall be kept as confidential and not divulged or
<br />made available to any individual ororganization withoutthe
<br />prior written approval of the~eunty non-disclosino Dartv.
<br />The Contractor acknowledges that in receiving, storing,
<br />(General Tertns and Conditions - 06/04) - Panty ~ ^f a
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