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40%, ? Independent Contractor shall not obtain copyright, patent, or other proprietary protection for the Deliverables without the written approval of the ODPS, except that the Independent Contractor shall reserve its rights in all methods, pre-existing work, software, and data used to prepare the Deliverables. The Independent Contractor shall not include in any Deliverables any copyrighted matter, unless the copyright owner and any person, agency, or instrumentality providing financial assistance for the work performed under this agreement gives prior written approval to use such copyrighted mattsr in the manner provided under this agreement. The Independent Contractor must identify in writing, prior to the start of work under this agreement, any and all proprietary, copyrighted, and/or patented materials it intends to use. B. The Independent Contractor agrees that all Deliverables may be made freely available to the general public to the extent required by law. C. This Section shall survive the termination of this agreement and may be enforced by the ODPS in any court of competent jurisdiction. 12. AVAILABIL(TY OF FUNDS: The obligations of the ODPS under this agreement are subject to the determination by the Director of Budget and Management that sufficient funds have been appropriated by the General Assembly to the ODPS for the purposes of this agreement and to the certification of the availability of such funds by the Director as required by R.C. 126.07. The ODPS may suspend or terminate this agreement if the General Assembly fails to appropriate funds or if federal grant funds are not available for any part of the work under this agreement. 13. AUD(TOR RECOVERY FINDING - ORC 9.24: Independent Contractor affirmatively represents and warrants to the State that it is not subject to a finding for recovery under R.C. 9.24, or that it has taken the appropriate remedial steps required under R.C. 9.24 or otherwise qualifies under that section. Independent Contractor agrees that if this representation and warranty is deemed to be false, the Contract shall be void ab initio as between the parties to this Contract, and any funds paid by State hereunder shall be irnmediately repaid to State, or an action for recovery may be immediately commenced by State for recovery of said funds. 14. CONSTRUCTION: This agreement shall be considered, interpreted, and the rights of the parties determined according to Ohio law. If any provision under this Agreement is later determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected by such determination. 15. CHANGE OR MODIFICATION: This agreement constitutes the entire agreement between the parties and any changes or modifications of this agreement shall be made and agreed to in writing. Any violations or breach of the terms stated herein, by the Independent Contractor, shall provide the ODPS with the option of canceling this agreement in its entirety, or withholding payment until such time as the violation or breach is remedied. Such aption shall in no way limit or exclude any other remedies available to the ODPS. 16. SUSPENSION AND TERMINATION: A. If either party fails to perform any of the requirements of this agreement, or is in violation of a specific provision of this agreement, then the non-breaching party may suspend or terminate this agreement if the breaching party fails to cure its non- performance or violation within ten (10) business days following delivery of written notice of the breach. In the case of late payment by ODPS, however, R. C. 126.30 d; 4 of 7