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ATTACHMENT A GENERAL TERMS AND CONDITIONS Relationships of the Parties Subcontracting: TheConuactorshallnotsubcontractany ofthe work contemplated under this contract without prior written approval fran the Division. Any approved subcontract shall be subject to all conditions of this contract The Connractor shall be responsible for the performance of all of its subcontractors. Beneficiaries: Except as herein specifically provided otherwise, this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors. It is expressly understood and agreed that the enforcement of the teens and conditions of this contract, and all rights of action relating to such enforcement, shall be strictly reserved to the Division and the named Cattractor. Nothing contained in this document shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the Division and Contractor that any such person or entity, other than the Division or the Contractor, receiving services or benefits under this contract shall be deemed an incidental beneficiary only. Termination Confidentiality Confidentiality: Any medical records, personnel information a' other items exempt from the NC Public Records Act or otherwise protected bylaw from disclosure given to the Contractor under this cauract shall be kept confidential and not divulged or made available to any individual or organization without the prior written approval of the Division. Oversight Access to Persons and Records: The State Auditor shall have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions in accordance with General Statute 147-64.7. Additionally, as the State funding authority, the Department of Health and Human Services shall have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions. Termination: The Division may terminate this contract without cause by giving 30 clays written notice to the Conh•actor. In that event, all finished or unfinished deliverable items prepared by the Contractor under this contract shall, at the option of the Division, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Availability of )?ands: The parties to this conh•act agree and understand that the payment of the sums specified in this contract is dependant and contingent upon and subject to the appropriation, allocation, and availability of funds for this purpose to the Division. Health Insurance Portability and Accountability Act (HIPAA): The Contractor agrees that, if the Division determines that some or all of the activities within the scope of this contract are subject to the Health Insurance Portability and Accountability Act of 1996, P.L. 104-91, as amended ("HIPAA"), or its implementing regulations, it will comply with the HIPAA requirements and will execute such agreements and practices as the Division may require to ensure compliance. DHHS (General Terms and Conditions) (Local Government) (03/07) Record Retention: Records shall not be destroyed, purged or disposed of without the express written consent of the Division. The Department of Health and Human Services' basic records retention policy requires all records to be retained for a minimum of three years following completion a'termination ofthe contract. Ifthe contract is subject to Federal policy and regulations, record retention will na•mally be longer than three years since records must be retained fora period of three years following submission ofthe final Federal Financial Status Report, if applicable, or three years following the submission of a revised final Federal Financial Status Report. Also, ifany litigation, claim, negotiation, audit, disallowance action, or other action involvingthis contract has been started before expiration of the three year retention period described above, the records must be retained until completion ofthe action and resolution of all issues which arise from it, or until the end of the regular three year period described above, whichever is later. Miscellaneous Amendment: This contract may not be amended orally or by perfornance. Any aarendment must be made in written form and executed by duly authorized representatives of the Division and the Contractor. The Purchase and x=21