Contract - IHCDA - Mortgage Foreclosure Counseling

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30 South Meridian Street, Suite 900 Indianapolis, Indiana 46204 As required by IC §4-13-2-14.8, payments to the Contractor shall be made via electronic funds transfer in accordance with instructions filed by the Contractor with IHCDA's Controller. 34. Order of Precedence; Incorporation by Deference. Any inconsistency or ambiguity in this Contract shall be resolved by giving precedence in the following order: (1) this Contract, (2) attachments prepared by IHCDA, and (3) attachments prepared by the Contractor. All attachments, and all documents referred to in this paragraph are hereby incorporated fully by reference. 35. Ownership of Documents and Materials. A. All documents, records, programs, applications, data, algorithms, film, tape, articles, memoranda, and other materials (the "Materials") not developed or licensed by the Contractor prior to execution of this Contract, but specifically developed under this Contract shall be considered "work for hire" and the Contractor hereby transfers and assigns any ownership claims to IHCDA so that all Materials will be the property of IHCDA. If ownership interest in the Materials cannot be assigned to IHCDA, the Contractor grants IHCDA a non-exclusive, non -cancelable, perpetual, worldwide royalty -free license to use the Materials and to use, modify, copy and create derivative works of the Materials. B. Use of the Materials, other than related to contract performance by the Contractor, without the prior written consent of IHCDA, is prohibited. During the performance of this Contract, the Contractor shall be responsible for any loss of or damage to the Materials developed for or supplied by IHCDA and used to develop or assist in the services provided while the Materials are in the possession of the Contractor. Any loss or damage thereto shall be restored at the Contractor's expense. The Contractor shall provide IHCDA full, immediate, and unrestricted access to the Materials and to Contractor's work product during the term of this Contract. 36. Payments, All payments shall be made 35 days in arrears in conformance with State fiscal policies and procedures and, as required by IC § 4-13-2-14.8, by electronic funds transfer to the financial institution designated by the Contractor, in writing, unless a specific waiver has been obtained from IHCDA's Controller. No payments will be made in advance of receipt of the goods or services that are the subject of this Contract except as permitted by IC § 4-13-2-20. 37. Penalties/ InterestiAttorne Is Fees.. IHCDA will in good faith perform its required obligations hereunder and does not agree to pay any penalties, liquidated damages, interest, or attorney's fees, except as permitted by Indiana law, in part, IC §5-17-5, IC §34-54-8, IC §34-13-1 and IC § 34-52-2-3. Notwithstanding the provisions contained in IC 5-17-5, any liability resulting from IHCDA's failure to make prompt payment shall be based solely on the amount of funding originating from IHCDA and shall not be based on funding from federal or other sources. {00033430-1} Page 13 of 29