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<br />COST PRINCIPLES AND AUDIT REQUIREMENTS
<br />The CONTRACTOR agrees to comply with the costs principles contained in 2 CFR Part 200 as appropriate for
<br />this contract. The GRANTEE agrees to comply with the organizational audit requirements of 2 CFR Subpart F,
<br />and further understands and agrees that funds may be withheld, or other related requirements may be
<br />imposed, if outstanding audit issues (if any) from 2 CFR Subpart F audits (and any other audits of Contract
<br />funds) are not satisfactorily and promptly addressed.
<br />COPYRIGHT PROVISIONS
<br />Unless otherwise provided, all materials produced under this contract shall be considered "works for hire" as
<br />defined by the U.S. Copyright Act and shall be owned by the AGENCY. The AGENCY shall be considered the
<br />author of such materials. In the event the materials are not considered “works for hire” under the U.S.
<br />Copyright laws, the GRANTEE hereby irrevocably assigns all right, title, and interest in materials, including all
<br />intellectual property rights, to the AGENCY effective from the moment of creation of such materials.
<br />Materials means all items in any format and includes, but is not limited to, data, reports, documents,
<br />pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or
<br />sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer
<br />these rights.
<br />For materials that are delivered under the contract, but that incorporate pre-existing materials not produced
<br />under the contract, the GRANTEE hereby grants to the AGENCY a nonexclusive, royalty-free, irrevocable
<br />license (with rights to sublicense others) in such materials to translate, reproduce, distribute, prepare derivative
<br />works, publicly perform, and publicly display. The GRANTEE warrants and represents that the GRANTEE has
<br />all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary
<br />to grant such a license to the AGENCY.
<br />The GRANTEE shall exert all reasonable effort to advise the AGENCY, at the time of delivery of materials
<br />furnished under this contract, of all known or potential invasions of privacy contained therein and of any portion
<br />of such document that was not produced in the performance of this contract.
<br />The AGENCY shall receive prompt written notice of each notice or claim of infringement received by the
<br />GRANTEE with respect to any data delivered under this contract. The AGENCY shall have the right to modify
<br />or remove any restrictive markings placed upon the data by the GRANTEE.
<br />COVENANT AGAINST CONTINGENT FEES
<br />The GRANTEE warrants that no person or selling agent has been employed or retained to solicit or secure this
<br />contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee,
<br />excepting bona fide employees or bona fide established agents maintained by the GRANTEE for securing
<br />business. The AGENCY shall have the right, in the event of breach of this clause by the GRANTEE, to annul
<br />this contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by
<br />other means the full amount of such commission, percentage, brokerage or contingent fee.
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<br />DAVIS-BACON AND RELATED ACTS
<br />If any work performed by the GRANTEE or Subcontractor employees is subject to the Davis Bacon Act and
<br />Davis-Bacon prevailing wage provisions contained in applicable federal laws, the GRANTEE shall ensure that
<br />they and their Subcontractor(s) a) pay at least once per week wages to GRANTEE and/or Subcontractor
<br />laborers and mechanics at a rate not less than the minimum wages specified in wage determinations made by
<br />the U.S. Department of Labor; and b) provide to the AGENCY each week U.S. Department of Labor Form WH-
<br />347 “Payroll (For Contractors Optional Use)” stating the wages paid to GRANTEE and /or Subcontractor
<br />laborers and mechanics engaged in work funded by this contract.
<br />DISALLOWED COSTS
<br />The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own organization or
<br />that of its Subcontractors.
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