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Purchase Order <br />Terms & Conditions <br />comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, <br />392.65, and 456.057, F.S. The Contractor's confidentiality procedures shall be consistent with the <br />most recent version of the Agency's security policies, protocols, and procedures. The Contractor <br />shall also comply with any applicable professional standards with respect to confidentiality of <br />information. <br />G. Intellectual Property. <br />Unless specifically addressed in the Purchase Order, intellectual property rights to all property <br />created or otherwise developed by the Contractor for the Agency will be owned by the State of <br />Florida through the Agency at the completion of the Purchase Order. Proceeds to any Agency <br />derived from the sale, licensing, marketing or other authorization related to any such Agency <br />controlled intellectual property right shall be handled in the manner specified by applicable state <br />statute. <br />H. Convicted and Discriminatory Vendor Lists. <br />In accordance with sections 287.133 and 287.134, F.S., an entity or affiliate who is on the Convicted <br />Vendor List or the Discriminatory Vendor List may not perform work as a contractor, supplier, <br />subcontractor, or consultant under the Purchase Order with any Agency. <br />Section 6. Subcontractors and Assignments. <br />A. Subcontractors. <br />If Contractor is authorized to subcontract, Contractor shall ensure, and provide assurances to the <br />Commission's Contract Manager upon request, that any subcontractor selected for work under <br />this Contract has the necessary qualifications and abilities to perform in accordance with the <br />terms and conditions of this Contract. Contractor must provide the Commission's Contract <br />Manager with the names of any subcontractor considered for work under this Contract; the <br />Commission reserves the right to reject any subcontractor. Contractor agrees to be responsible <br />for all work performed and all expenses incurred with the project. Any subcontract arrangements <br />must be evidenced by a written document available to the Commission's Contract Manager upon <br />request. Contractor further agrees that the Commission shall not be liable to any subcontractor <br />for any expenses or liabilities incurred under the subcontract and Contractor shall be solely liable <br />to the subcontractor for all expenses and liabilities incurred under the subcontract. Contractor, at <br />its expense, will defend the Commission against such claims. The following provisions apply, in <br />addition to any terms and conditions included in the Scope of Work. If subcontracting is <br />permitted, the Contractor agrees to take such actions as may be necessary to ensure that each <br />subcontractor will be deemed to be an independent contractor and will not be considered or <br />permitted to be an agent, servant, joint venturer, or partner of the State of Florida. <br />B. Contractor Payments to Subcontractor. If subcontracting is permitted, the Contractor <br />agrees to make payments to the subcontractor within seven (7) working days after receipt of full <br />or partial payments from the Commission in accordance with Section 287.0585, F.S., unless <br />otherwise stated in the contract between Contractor and subcontractor. Contractor's failure to pay <br />its subcontractors within seven (7) working days will result in a penalty charged against <br />Contractor and paid to the subcontractor in the amount of one-half of one (1) percent of the <br />amount due per day from the expiration of the period allowed herein for payment. Such penalty <br />Page 6 of 10 100 <br />