REGENTS OF THE UNIVERSITY OF CALIFORNIA, THE (2)

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ARTICLE 9 SPECIAL PROVISIONS 1. Access to Financial Records: Financial records, supporting documents, and all other records pertinent to this Contract shall be retained for a period of four (4) years from the date of termination of this Contract. Records that are the subject matter of audits, appeals, litigation, or the settlement of claims arising out of the performance of this Contract shall be retained until such audits, appeals, litigation, or claims have been resolved. Unless court actions or audit proceedings have been initiated, University may substitute copies made by microfilming, photocopying or similar methods for the original records. 2. University agrees that if University expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, University shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. Current copies of the said audit is available on https://www.ucop.edu/financial-accounting/financial- revorts/a- I 33-audit-renorts.html. B. ASSIGNMENT Neither parry may delegate, assign or transfer this Contract, the rights or duties hereunder without express prior written consent of the other party. Notwithstanding the foregoing, Sponsor may assign this Contract without University's prior written consent in the event of a merger, reorganization or acquisition of Sponsor in which Sponsor is the surviving entity. C. TERMINATION This Contract may be terminated by either party upon thirty (30) days written notice to the other parry. Reconciliation of expenditures and Sponsor's payments shall be in accordance with Article 2 of this Agreement. However, such reconciliation shall also take into account University's uncancelable obligations incurred through the effective date of termination of the Contract, including without limitation any support for student positions budgeted in Exhibit B for the duration of the then current academic quarter. D. TITLE TO EQUIPMENT Title to equipment (initial cost of $5,000 or more and an expected service life of two (2) years or more) purchased by the University pursuant to the terms of this Contract shall vest in the University provided Prime Agency has not reserved the right to take or transfer title. E. INDEMNIFICATION University shall defend, indemnify and hold Sponsor, its officers, employees and agents harmless from and against any and all liability, loss, expense, attorneys' fees, or claims for injury or damages arising out of the performance of this Contract but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages 10