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<br />VERTEX Agreement <br /> <br />disallowed reimbursements will be credited against future payments to VERTEX, or be <br />promptly repaid to the Health Department should this agreement be terminated. <br /> <br />4. VERTEX has the right to review the Health Department's claims, grant awards, and such <br />books, records, and other documents as may be required to ensure that the payment of <br />VERTEX's fees is in accordance with this Agreement. <br /> <br />5. VERTEX covenants and agrees to pay and be solely responsible for all its own staff and out- <br />of-pocket expenses that it incurs in providing services hereunder. <br /> <br />6. VERTEX will be entitled to claim reimbursements for certain direct costs associated with <br />their activity if such reimbursements are approved in advance by the Contract Monitor in <br />writing. Receipts for any such costs incurred by VERTEX must accompany the request for <br />reimbursement <br /> <br />ARTICLE VIII <br />REPORTS <br /> <br />VERTEX shall furnish the Health Department with periodic reports on the effectiveness <br />of VERTEX's engagement. A final report shall be made forty-five (45) days after the <br />termination of this agreement. <br /> <br />ARTICLE IX <br />CONFIDENTIALITY <br /> <br />The Health Department and VERTEX mutually agree that the confidentiality of the <br />information obtained by VERTEX shall be strictly observed, as permitted by law, in any <br />reporting, auditing, invoicing and evaluation, provided however, that this provision shall be <br />construed as a standard of conduct and not a limitation upon the right to conduct the foregoing <br />activities. <br /> <br />ARTICLE X <br />SEVERABILITY OF PROVISIONS <br /> <br />If any provision of this Agreement is held invalid, the remainder of this Agreement shall <br />not be affected thereby if such remainder would then continue to conform to the terms and <br />requirements of applicable law. <br /> <br />ARTICLE XI <br />PARAGRAPH HEADINGS <br /> <br />The paragraph headings appearing herein shall not be deemed to govern, limit modify, or <br />in any manner, affect the scope, meaning, or intent of the provisions of the Agreement. No <br />representation or warranties shall be binding upon either party unless expressed in writing herein. <br /> <br />A:\vroflDCON,DOC <br />Revised 1N/97 <br />Copyrighl1996 VERTEX KOO.S7('.JlI8 <br /> <br />4 <br />