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<br />STATE OF HAWAII
<br />SPECIAL CONDITIONS
<br />1. Electronic Signatures. The facsimile, email or other electronically delivered signatures of the parties shall be deemed to constitute
<br />original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.
<br />2. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed
<br />to be an original copy or this Agreement and all or which, when taken together, will be deemed to constitute one and the same
<br />agreement. The facsimile, email or other electronically delivered signatures of the parties shall be deemed to constitute original
<br />signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.
<br />3. Deletions of General Conditions (AG-008 103D). For purposes of the Contract to which these Special Conditions are attached, the
<br />following General Conditions are deleted and have no operative effect as between the parties.
<br />a. Paragraph 2e, 2g, 2h, 2i;
<br />b. Paragraph 7;
<br />c. Paragraph 9;
<br />d. Paragraph 17d; and
<br />e. Paragraph 19h.
<br />4. Paragraph 14.c. of the GENERAL CONDITIONS pertaining to ownership and possessory rights to goods and work products in the
<br />event of termination of this Contract shall be subject to paragraph 26, as amended.
<br />5. Paragraph 16 of the GENERAL CONDITIONS pertaining to reimbursement of out-of-pocket per diem and transportation costs shall be
<br />subject to any applicable collective bargaining agreement. In the event of a conflict between the reimbursement of out-of-pocket per diem
<br />and transportation costs under the General Conditions and such applicable collective bargaining agreement, the collective bargaining
<br />agreement shall govern.
<br />6. Paragraph 26 of the GENERAL CONDITIONS will be entirely replaced with the following language
<br />Ownership Rights and Copyright. If the CONTRACTOR, or an employee or employees or the CONTRACTOR, obtains a copyright to any
<br />material, whether finished or unfinished, that is developed, prepared, assembled or created pursuant to this Contract, the
<br />CONTRACTOR or its employees, as the case may be, shall own the copyright. The STATE may use the materials developed, prepared,
<br />assembled, or created pursuant to this Contract for any and all purposes, without restriction or charge. If neither the CONTRACTOR, nor
<br />any employee or the CONTRACTOR, before or by the date one year following the completion of the Contract, obtains a copyright to such
<br />material, the STATE may consider such material to be "works for hire", and in such circumstance, shall own the material and may
<br />copyright it. If the STATE owns the material or the copyright or both, the CONTRACTOR may use the material for any and all purposes
<br />without restriction or charge. The parties agree that upon the completion of this Contract, they will execute a document that recites the
<br />day they agree to as the completion date and that date shall be the date of completion for the purposes or this paragraph.
<br />7. Paragraph 33 of the GENERAL CONDITIONS is deleted in its entirety and replaced with the following language
<br />Patented Articles. If the STATE due to no fault on its part, because of an error, oversight, or omission by the CONTRACTOR is charged
<br />with or has any action or claim brought against it for any infringement or other unauthorized or improper use of any patented article or
<br />patented appliance received or used by the STATE under or as a result of this Contract, the CONTRACTOR shall be solely responsible
<br />for correcting or curing to the satisfaction of the STATE any such infringement or improper or unauthorized use of which the STATE has
<br />been accused or has had a claim made or an action brought against it. Such corrections or cures may include, but are not limited to, (a)
<br />furnishing at no cost to the STATE a substitute article, process, or appliance acceptable to the STATE; (b) payment of royalties or other
<br />payments to the patent holder; (c) obtaining proper authorizations or releases from the patent holder; and (d) furnishing security to or
<br />making arrangements with the patent holder as may be necessary to correct or cure any such infringement or improper or unauthorized
<br />use. Notwithstanding the foregoing, the CONTRACTOR shall not have any obligation to indemnify the STATE except to the extent
<br />allowable under Federal law.
<br />8. Travel under this Contract shall be conducted, whenever practical, within the normal work week, Monday through Friday, and by the
<br />most economical means consistent with the time available and urgency of the trip. All out -of -stale travel shall require prior written
<br />approval from the STATE.
<br />9. The CONTRACTOR and its sub -contractors agree to (a) mention the STATE as outlined below, on all new releases, manuscripts and
<br />other informational materials and publications regarding the Project, and (b) send to the STATE copies or all such material
<br />simultaneously with their release to the public. In any such promotional material, the STATE shall be mentioned with such terms as "in
<br />cooperation with the State of Hawaii Department of Agriculture and Biosecurity" or "co -sponsored with the State of Hawaii Department of
<br />Agriculture and Biosecurity" or "produced with funds from the State of Hawaii Department of Agriculture and Biosecurity" or variant
<br />thereof.
<br />10. The ownership of any equipment purchased by the CONTRACTOR under this Contract shall be in the STATE
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