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RECORDS MAINTENANCE 11
<br /> The parties to this contract shall each maintain books, records, documents and other evidence
<br /> which sufficiently and properly reflect all direct and indirect costs expended by either party in the
<br /> performance of the services described herein. These records shall be subject to inspection, review
<br /> or audit by personnel of both parties, other personnel duly authorized by either party, the Office of
<br /> the State Auditor, and federal officials so authorized by law. All books, records, documents, and
<br /> other material relevant to this Agreement will be retained for six years after expiration and the
<br /> Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall
<br /> have full access and the right to examine any of these materials during this period.
<br /> Records and other documents, in any medium, furnished by one party to this agreement to the
<br /> other party, will remain the property of the furnishing party, unless otherwise agreed. The receiving
<br /> party will not disclose or make available this material to any third parties without first giving notice
<br /> to the furnishing party and giving it a reasonable opportunity to respond. Each party will utilize
<br /> reasonable security procedures and protections to assure that records and documents provided by
<br /> the other party are not erroneously disclosed to third parties.
<br /> RIGHTS IN DATA
<br /> Unless otherwise provided, data, which originates from this Agreement shall be "works for hire" as
<br /> defined by the U.S. Copyright Act of 1976 and shall be owned by DOH. Data shall include, but not
<br /> be limited to, reports, documents, pamphlets, advertisements, books magazines, surveys, studies,
<br /> computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to
<br /> copyright, patent, register, and the ability to transfer these rights.
<br /> SAVINGS
<br /> In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any
<br /> way after the effective date of this contract and prior to normal completion, the department may
<br /> terminate the contract under the "termination for convenience" clause, subject to renegotiation
<br /> under those new funding limitations and conditions.
<br /> SEVERABILITY
<br /> If any provision of this Agreement or any provision of any document incorporated by reference shall
<br /> be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be
<br /> given effect without the invalid provision, if such remainder conforms to the requirements of
<br /> applicable law and the fundamental purpose of this agreement, and to this end the provisions of
<br /> this Agreement are declared to be severable.
<br /> SUBCONTRACTING
<br /> Neither the Contractor, nor any subcontractors, shall enter into subcontracts for any of the work
<br /> contemplated under this agreement without prior written approval of DOH. In no event shall the
<br /> existence of the subcontract operate to release or reduce the liability of the contractor to the
<br /> Department for any breach in the performance of the contractor's duties. This clause does not
<br /> include contracts of employment between the contractor and personnel assigned to work under
<br /> this contract.
<br /> Additionally, the Contractor is responsible for ensuring that all terms, conditions, assurances and
<br /> certifications set forth in this agreement are carried forward to any subcontracts. Contractor and its
<br /> subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to
<br /> unauthorized persons personal information without the express written consent of DOH or as
<br /> provided by law.
<br /> If, at any time during the progress of the work, the Department determines in its sole judgment that
<br /> any subcontractor is incompetent or undesirable, the Department shall notify the Contractor, and
<br /> the Contractor shall take immediate steps to terminate the subcontractor's involvement in the work.
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<br /> DOH Contract#N13413 Page 4 of 13 rev. 4/28/04
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