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10. Termination.Either party shall have the right to terminate this Subcontract with 30 days written notice to the other party. In the event that Awarding Agency terminates Prime Contract,Subcontractor shall terminate this Subcontract in accordance with the terms of the Prime Contract. Upon termination, Subcontractor shall be reimbursed for allowable costs and non-cancelable obligations incurred prior to the date of termination and shall furnish all necessary date and final reports. In accordance with Attachments 4 and 5,on the research completed or in progress through the date of termination. 11. Closeourt. Along with any other reports or deliverables required hereunder, Subcontractor shall submit its final invoice and release and assignment to Contractor within 45 calendar days following completion of the period of performance of this Subcontract. In the event that quick closeout Is requested by Contractor, Subcontractor shall comply with FAR Part 42.708 to complete Subcontract closeout. Payment of the final Invoice will be withheld pending: •Completion,submission,and acceptance by Contractor of all work performed under the Statement of Work; •Completion of Subcontractor's Release Form,Including patent/invention report,and property report;and *Clear,visible,and proper marking of`final invoice"on the actual final Invoice. 12. IPAAIPHI. There will not be personal health information (PHI) or personally Identifiable information (Pit) involved in this project. 13. Audit Subcontractor assures Contractor that It complies with A-133 and that it will notify Contractor of completion of required audits and of any adverse findings which Impact this subaward. For a period of 3 years after date of receipt of final payment, Contractor,Awarding Agency or an authorized representative shall have the right to audit,at its own expense,all financial books, accounts, and records of funds received and costs and commitments incurred under this Subcontract. If any audit reveals a material discrepancy or error In reporting, Subcontractor will reimburse Contractor upon request for the costs and expenses associated with such audit 14. Disputes. The parties shall attempt to resolve all disputes through informal means.Each party agrees that,prior to resorting to litigation to resolve any dispute,it will confer with the other party to determine whether other procedures that are less expensive or less time consuming can be adopted to resolve the dispute. 15. Anti-idc kbac k. Subcontractor represents that no part of the total Subcontract amount provided herein shall be paid directly or indirectly to any officer or employee of Prime Contractor or Awarding Agency as wages, compensation, or gifts in exchange for acting as officer, agent, employee, subcontractor, or consultant to Subcontractor in connection with any work contemplated or performed relative to this Subcontract 16. Assignment. Neither party may assign this Subcontract or any Interest therein without the written consent of the other party. 17. Severabiflty. If any provision of this Subcontract or any provision of any document incorporated by reference shall be held Invalid,such invalidity shall not affect the other provisions of this Subcontract which can be given effect wtthout the invalid provision, and to this end the provisions of this Subcontract are declared to be severable. 18. Integration. This Subcontract and Attachments contain the entire agreement between the parties, and no statements, promises,or inducements made by either party or agent of either party that are not contained in this written Subcontract shall be valid or binding;and this Subcontract may not be enlarged,modified,or altered except In writing signed by the parties. 19. Waiver. No waiver of any term or provision of this Subcontract whether by conduct or otherwise in any one or more Instances shall be deemed to be, or construed as, a further or continuing waiver of any such term or provision, or of any other term or provision,of this Subcontract. 20. Amendments.The Prime Contractor may issue certain changes to the Period of Performance and Budget bilaterally. Except as expressly set forth In this section,no subsequent amendment,modification or addition to this Subcontract will be binding upon the parties hereto unless reduced to writing end signed by the respective authorized representatives of Contractor and Subcontractor. 21. Countevarts. This Subcontract may be executed simultaneously in one or more counterparts,each of which shall be deemed an original,but all of which together shall constitute one and the same agreement The parties agree that a party's signature on this Subcontract that is exchanged by portable document format(PDF)or facsimile shall have the effect of original signature of the party for all purposes. V.8 kp=3 Page 4 of 25 UFDSP00010855 24M712015 38