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DocuSign Envelope ID: 62955F1D-7A37-4CB0-A8D8-2BA7ADB5515E <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 <br />its subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to <br />unauthorized persons Personally Identifiable Information without the express written consent of the <br />Exchange or as provided by law. <br />34. SURVIVORSHIP <br />All license and purchase transactions executed and services provided pursuant to the authority of <br />this Contract shall be bound by all of the terms, conditions, prices and price discounts set forth <br />herein, notwithstanding the expiration of the initial term of this Contract or any extension thereof. <br />Further, the terms, conditions and warranties contained in this Contract that by their sense and <br />context are intended to survive the completion of the performance, cancellation or termination of <br />this Contract shall so survive. In addition, the terms of the sections titled; <br />Confidentiality/Safeguarding of Information; Copyright Provisions; Incorporated Documents and <br />Order of Precedence; Limitation of Liability; Publicity; Disputes; Records Maintenance, Vendor's <br />Commitments; Vendor's Proprietary Information; and Warranties and Representations shall survive <br />the termination of this Contract. <br />35. TAXES <br />All payments accrued because of payroll taxes, unemployment contributions, any other taxes, <br />insurance or other expenses for the CONTRACTOR or its staff shall be the sole responsibility of the <br />CONTRACTOR. <br />36. TERMINATION FOR CAUSE <br />In the event the EXCHANGE determines the CONTRACTOR has failed to comply with the conditions of <br />this Contract in a timely manner, the EXCHANGE has the right to suspend or terminate this contract. <br />Before suspending or terminating the contract, the EXCHANGE shall notify the CONTRACTOR in <br />writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, <br />the Contract may be terminated or suspended. <br />In the event of termination or suspension, the CONTRACTOR shall be liable for damages as authorized <br />by law including, but not limited to, any cost difference between the original Contract and the <br />replacement or cover contract and all administrative costs directly related to the replacement <br />contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. <br />The EXCHANGE reserves the right to suspend all or part of the contract, withhold further payments, <br />or prohibit the CONTRACTOR from incurring additional obligations of funds during investigation of the <br />alleged compliance breach and pending corrective action by the CONTRACTOR or a decision by the <br />EXCHANGE to terminate the contract. A termination shall be deemed a "Termination for <br />Convenience" if it is determined that the CONTRACTOR: (1) was not in default; or (2) failure to perform <br />was outside of his or her control, fault or negligence. <br />The rights and remedies of the EXCHANGE provided in this Contract are not exclusive and are, in <br />addition to any other rights and remedies, provided by law. <br />HBE-349 YNHS Exhibit A — General Terms and Conditions Page 12 of 41 <br />