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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 CA4All Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said CA4All Program only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this CA4Al1 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 CA4All Agreement. 4. STATE CA4ALL AGREEMENT Contractor entered into State Agreement Number JP1012 with the State of California receiving and recognizing $4,497,514.00 in CA4All grant funds to be used by Contractor to address youth workforce development. A true and correct copy of the State CA4All Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State CA4All Agreement and agrees to comply with all the conditions of the State CA4All Agreement and the applicable State requirements governing the use of CA4Al1 grant funds. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this CA4Al1 Agreement, be construed to be an independent contractor and not an employee of the Contractor. This CA4All 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 CA4Al1 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 CA4All 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 drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subcontractor under this CA4Al1 Agreement ("Documents & Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this CA4All Agreement. Subcontractor represents and warrants that Subcontractor has the legal right to license any and all Documents & Data. Subcontractor makes no such representation and warranty in regard to Documents & Data which were provided to 9