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Good Flealdi Serviccs Lic.
<br />Default and Terminatfon
<br />civil insurrection, earthquake, hurricane, tornado, or other
<br />catastrophic natural event or act of God.
<br />Termination Without Cause: The Gounty may terminate
<br />this contract without cause by giviPB 30 days written
<br />notice to the Contractor. In that event, all finished or
<br />unfinished deliverabie items prepared by the Contrector
<br />under this contract shall, at the option of the County,
<br />become its property and the Contractor shall be entitled to
<br />recelve just and equitable compensation for any
<br />satisfactorywork completed on such materials, minus any
<br />payment or compensation previously made.
<br />Termination for Cause: If, through any cause, the
<br />Contractor shall fall to fulfill its oE+ligations under this
<br />contract in a timely and proper manher, 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 io receive just and equitable
<br />compensation for any satisfactory wqrk completed on such
<br />materials, minus any payment or compensation previously
<br />made. Notwithstanding the forepoing provision, the
<br />Contractor shall not be relieved of Iiabilityto 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 seioff until such time as the exact amount of
<br />damages due the County from such breach can be
<br />determined. In case of default by the Contractor, without
<br />Iimiting any other remedies for breaCh available to it, the
<br />County may procure the contract 'services from other
<br />sources and hold the Contrector Tesponsible for any
<br />excess cost occasioned thereby. Thg filing of a petition for
<br />bankruptcy by the Contractor shall',be an act of default
<br />under this contract. '
<br />Waiver of pefault: Waiver by the County of any default or
<br />breach in compliance with the terms ~f this contract by the
<br />Provider shall not be deemed a waivQr of any subsequent
<br />default or breach and shall not ¢e construed to be
<br />modification of the terms of this confrect unless stated to
<br />be such in writing, signed by an authprized representative
<br />of the County and the Contractor end attached to the
<br />contract
<br />Availabllity of Funds: The parties to this contract agree
<br />and understand that the payment of ~he sums specified in
<br />this contract is dependent and contingent upon and subJect
<br />to the appropriation, allocation, and availability of funds for
<br />this purpose to the County,
<br />Force Majeure: Neither party shall ;ibe deemed to be in
<br />default of its obligations hereunder if and so long as it is
<br />prevented from pertorming such oblipafions by any act of
<br />war, hostlle foreign action, nuclear ezplosion, riot, strikes,
<br />F -3
<br />Survival of Promfses: All promises, requirements, terms,
<br />conditions, provisions, representations, guarantees, and
<br />warranties contained herein shall survive the contract
<br />expiratlon or termination date unless specifically provided
<br />otherwise hereln, or unless superseded by applicable
<br />Federal or State statutes of limitation.
<br />Intellectual Property Rlghts
<br />Copyrights and Ownershlp of Deliverables: All
<br />deliverable items produced pursuant to this contraci are
<br />the exclusive property of the County. The Contractor shall
<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 shail be entitled to
<br />all 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 />Compllance with Laws: The Contractor shall complywith
<br />all laws, ordinances, codes, rules, regulations, and
<br />Iicensing requiremenis 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 Portabllity and Accountability Act
<br />(HIPAA); The Contrector agrees that, if the County
<br />determines that some or ali 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 />Confidential Ity
<br />Conffdentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Contractor under this agreement shall
<br />be kept as confidential and not divulged or made avallable
<br />to any individual or organizatlon without the prior written
<br />approval of the County. The Contrector acknowledges that
<br />in receiving, storing, processing or othenvise dealing with
<br />any confidential information it will safeguard and not further
<br />disclose the information except as otherwise provided in
<br />this contract.
<br />(General Terms and Conditlons - 06/04) Page 2 of 2
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