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to be incomplete and will restart the thirty -day timeline once the remaining required elements have been submitted. Failure to provide any of the required documentation will cause the Contractor to withhold all or a portion of a request for reimbursement until such documentation has been received and approved by the Contractor. D. Subcontractor agrees to use said funds pursuant to this P2E Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said P2E Program only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this P2E Agreement, result in readjustment of the amount of funds the Contractor is otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this P2E Agreement. 4. STATE P2E AGREEMENT Contractor is the recipient of P2E funds from the State of California in a total amount not to exceed $3,816,967.00. Contractor entered into CWDB Contract Number M0113404 with the State of California receiving and recognizing $1,306,117.00 in P2E grant funds for direct services to be used by Contractor to address career services for former prisoners and parolees. A true and correct copy of this first State P2E Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Additionally, Contractor entered into CWDB Contract Number M0113521 with the State of California receiving and recognizing $2,510,850.00 in P2E grant funds for supportive services to be used by Contractor to address career services for former prisoners and parolees. A true and correct copy of this second State P2E Agreement is attached hereto as Exhibit B and incorporated herein by this reference. Both Agreements are collectively referred to herein as the "State P2E Agreement." Subcontractor has been made aware of the State P2E Agreement and agrees to comply with all the conditions of the State P2E Agreement and the applicable State requirements governing the use of P2E grant funds. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this P2E Agreement, be construed to be an independent contractor and not an employee of the Contractor. This P2E Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this P2E Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This P2E Agreement creates a non-exclusive and perpetual license for Contractor to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical 3