Grant Administration Agreement between KCHN and KCPHD

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2. Deliverables and Schedule. Contractor shall promptly and effectively deliver to Manager the "Deliverables" at the times identified by Manager in Exhibit 2 "Services & Deliverables". 3. Fees and Payment. Conditioned upon and in consideration of Contractor's timely, full and faithful performance of the Services and timely submission of Deliverables as stated in Exhibit 2 "Services & Deliverables", and timely, full and faithful performance of all terms and conditions of this Contract, Manager agrees to pay Contractor "Contractor's Fees" on the dates listed on the attached Exhibit 3 "Contractor's Fees", incorporated herein by this reference. All requests for payments for Contractor's Fees will be remitted by Contractor to Manager at the Manager Payment Contact as stated in Exhibit 3 following receipt of an invoice for Services rendered during the preceding quarter, along with supporting documentation, submitted not laterthan the Invoice Deadline Dates as set forth in Exhibit 3. 4. Termination. This Contract may be terminated by Contractor upon Thirty (30) days written notice to the Manager upon Manager's material breach of this Contract. Manager may terminate this Contract upon not less than Ten (10) days written notice to Contractor, in Manager's discretion. 5. Works For Hire Protected Heaith Information. All nonprotected, public research, findings, formulas and statistics that arise out of or are related to this Contract shall be considered "works for hire" (as defined in 17 U.S.C. §101) and shall be considered assigned and irrevocably licensed to Manager, and, if not protected, in and part of the public domain. Contractor hereby knowingly and voluntarily assigns any and all intellectual property that results out of or is related to this Contract and the Services to Manager. At all times, including after termination of this Contract, secure and forbid disclosure of protected health information and comply with all provisions of the Health Insurance Portability and Accountability Act ("HIPAA" found at 45 CFR Part 160 and 164) and the HIPAA Privacy Rules and Security Rules promulgated thereunder. 6. Notices. With exception to the Manager Payment Contact, any and all Notices required hereunder shall be to the persons and at the places as identified on the attached Exhibit 4, incorporated herein by this reference. Manager and Contractor may change the Notice contact person or address effective the date as set forth on a Notice of change of contact person/place to the other party. 7. Miscellaneous: Time is specifically declared to be of the essence. Manager and Contractor agree to cooperate fully in all matters related to or arising out of this Contract. This Contract was written by Manager and has been submitted to the scrutiny of Contractor and Contractor's legal counsel and shall be given a fair and reasonable interpretation, without consideration or weight being given to one of the parties. If Contractor has not submitted this Contract to the scrutiny of its legal counsel, Contractor stipulates, despite having the opportunity to do so, Contractor has waived the same, and elected to proceed without the benefit of legal review. Waiver by any party of a breach of any covenant, agreement or undertaking contained herein shall be made only by written waiver, and no such waiver shall operate or be construed as a waiver of any prior or subsequent breach of the same covenant, agreement or undertaking. Except as otherwise specifically provided herein, the exercise of any remedy provided by law or otherwise and the