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4 <br /> III. COMPENSATION <br /> The Client shall compensate NDC for performance of services received <br /> hereunder in the total amount of$75,000.00 (SEVENTY FIVE THOUSAND DOLLARS), <br /> payable in monthly installments of$6,250.00. This amount includes all of NDC's time, <br /> travel expenses, supplies, postage, telephone, and other similar expenses. As an <br /> independent contractor, NDC is responsible for all taxes and other benefits of the <br /> employees of NDC and nothing contained herein shall be interpreted as creating a <br /> relationship of servant, employee, partnership, or agency between the Client and the <br /> NDC. Payment by the Client for services rendered under this Technical Assistance <br /> Agreement evidences Client's acceptance of such services in accordance with the <br /> terms of the Agreement. <br /> The compensation for these services are not intended to be replaced by other <br /> fees which may be generated by use of NDC's other affiliates. <br /> IV. MISCELLANEOUS PROVISIONS <br /> 4.1 Ownership of Material and Documents. All final reports and other materials <br /> prepared by NDC for the Client shall be the property of Client, however all work papers <br /> and other source materials shall be the property of the NDC. NDC shall deliver such <br /> materials to Client in accordance with the terms and conditions of this Agreement. <br /> Client shall not, without NDC's written consent, associate NDC's name with the <br /> report\product, if a subsequent change is made in such report\product after submission <br /> to Client. <br /> 4.2 Right to Audit. NDC shall establish and maintain appropriate procedures that <br /> will assure the proper accounting of all funds paid to it under this Agreement. Client or <br /> any of their duly authorized representatives shall have access to any books, <br /> documents, papers and records of NDC and/or its subcontractors which are directly <br /> pertinent to a specific program for the purpose of making an audit, an examination, <br /> excerpts and transcriptions. All such books and records shall be retained for such <br /> periods of time as required by law, provided, however, notwithstanding any shorter <br /> periods of retention, all books, records and supporting details shall be retained for a <br /> period of at least three (3) years after the expiration of the term of this Agreement. <br /> 4.3 Confidentiality of Reports. NDC shall keep confidential all reports, information <br /> and data given to, prepared or assembled by NDC pursuant to NDC's performance <br /> hereunder and Client designates as confidential. Such information shall not be made <br /> available to any person, firm, corporation or entity without the prior written consent of <br /> Client first obtained. <br /> 4.4 Equal Opportunity. NDC shall comply with all provisions of Title VI of the Civil <br /> Rights Act of 1964 and of the rules, regulations and relevant order of the Secretary of <br /> Labor regarding discrimination. <br /> TECHNICAL ASSISTANCE AGREEMENT-Page 2 <br /> n <br />