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In any event, the Subrecipient shall maintain acceptable financial management systems during the term of this Subaward Agreement. Such systems shall include: a) accurate, current and complete disclosure of the financial activity of this Subaward Agreement; b) records that identify the source and application of the UW's funds paid; c) effective control over and accountability for all funds, property and other assets; d) comparison of actual outlays with budgeted amounts; e) consistency with the applicable federal administrative requirements and cost principles, if applicable; and f) accounting records supported by source documentation. Subrecipient agrees that the UW shall, until the expiration of three (3) years after final payment under this Subaward Agreement, have access to and right to examine all aspects of the Statement of Work undertaken under this Subaward Agreement, and all books, records, and documents of any kind pertaining to the Subaward Agreement, including any directly pertinent records involving transactions related to this Subaward Agreement for the purpose of making audits, examinations, excerpts and transcriptions, if applicable. It is understood that, unless agreed to in writing by Subrecipient, such examination shall be made during Subrecipient's regularly established business hours. Records related to any audit initiated prior to the expiration of the three-year period shall be retained until the audit findings involving the records have been resolved. Failure to comply with the terms of this Audit and Access to Records section may lead to termination of this Subaward Agreement 18) NO PARTNERSHIP/JOINT VENTURE. The relationship of the parties under this Subaward Agreement is that of independent contractors and they are not agents, employees, partners or joint ventures of one another. No party has the authority to bind any other party in contract or to incur any debts or obligations on behalf of any other party, and no party (including the UW PI and Subrecipient PI) shall take any action that attempts or purports to bind any other party in contract or to incur any debts or obligations on behalf of any other party, without the affected party's prior written approval 19) ENTIRE AGREEMENT AND ORDER OF PRECEDENCE. This Subaward Agreement constitutes the entire agreement between the parties, and supersedes all prior oral or written agreements, commitments, or understandings concerning the matters provided for herein. This Subaward Agreement consists of the following documents which are hereby incorporated by reference: a) UW Research Subaward Agreement b) Attachment 1: Prime Award Terms and Conditions c) Attachment 2: Special Terms & Conditions d) Attachment 3A: Prime Recipient Contacts e) Attachment 3B: Subrecipient Contacts f) Attachment 4: Reporting Requirements g) Attachment 5: Statement of Work and Budget In the event of any conflict between the terms and conditions set forth in this Subaward Agreement and the Attachments, the parties agree that the terms and conditions included in Attachment 1: "Prime Award Terms and Conditions" shall take precedence. 20) AMENDMENT. This Subaward Agreement may only be modified by a subsequent written agreement executed by the duly -authorized representatives of the parties. The UW PI and Subrecipient PI shall have no authority to amend this Subaward Agreement or to waive any right or obligation arising hereunder. 21) SEVERABILITY. If any provision of this Subaward Agreement or of any other agreement, document or writing pursuant to or in connection with this Subaward Agreement, shall be wholly or partially invalid or unenforceable under applicable law, said provision will be ineffective to that extent only, without in any way affecting the remaining parts or provision of said agreement, provided that the remaining provisions continue to effect the purposes of this Subaward Agreement. 22) WAIVER. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Subaward Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Subaward Agreement or to exercise any right or privilege hereunder will thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder. 23) FORCE MAJEURE. Nonperformance by a party, other than payment of any amounts due hereunder, shall not operate as a default under or breach of the terms of this Agreement to the extent and for so long any such UW Research Subaward Agreement — Cost Reimbursement DOMESTIC Page 4 of 5 Version JAN2019