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PARTICIPANT shall have no other rights or remedies as against CCSE. CCSE shall have all rights <br />and remedies available to it in law and equity, including, without limitation, monetary damages, <br />should PARTICIPANT breach this Agreement, terminate the Agreement in an unauthorized <br />manner, or otherwise fail to complete the work and Services as called for under this Agreement <br />and the Prime Contract. <br />7. Incorporation of Prime Contract Terms and Conditions. In addition to the terms and <br />conditions contained in this Agreement, PARTICIPANT agrees to abide by all terms and <br />conditions contained in the Prime Contract [Attachment B and C]. In the event a perceived or <br />actual inconsistency exists between any terms or provisions contained in the Prime Contract <br />and any terms or provisions of this Agreement, the terms and provisions of the Prime Contract <br />shall control. <br />8. Accounting Records. During the term of this Agreement, CCSE may audit any costs, <br />payment, settlement, or supporting documentation relating to this Agreement. Such audit(s) <br />shall be conducted at reasonable times with at least ten (10) business days' written notice. <br />PARTICIPANT shall maintain all necessary records and documentation, and shall fully cooperate <br />with any such audit(s). PARTICIPANT shall maintain all records within a 25-mile radius of the <br />DOE or PARTICIPANT agrees to reimburse CCSE for travel expenses to the records site. Except <br />as provided in this section, the cost of an audit shall be borne by CCSE; provided, however, that <br />the PARTICIPANT shall pay the cost of the audit as determined by CCSE if the audit reveals a <br />discrepancy of more than two (2) percent between the compensation requested by <br />PARTICIPANT in accordance with this Agreement and the compensation as determined by the <br />audit. <br />9. Tools. Equipment. Materials and Personnel. PARTICIPANT shall, at its sole cost and <br />expense, furnish all facilities, tools, machinery, equipment, materials, personnel and such other <br />items that may be required for performing the Services. <br />10. Independent Contractors. PARTICIPANT and any agent or employee of PARTICIPANT <br />shall act in an independent capacity and not as officers or employees of CCSE. CCSE assumes no <br />liability for PARTICIPANT's actions and performance. PARTICIPANT shall perform the Services as <br />an independent contractor and shall have complete and exclusive authority and responsibility <br />concerning the means and method of conducting such Services, subject to any restrictions, <br />security, or compliance issues required by the Agreement. It is understood that CCSE will not <br />withhold any amounts for payment of taxes from the compensation of PARTICIPANT and its <br />agent or employees shall not have the right or entitlement in or to any of the pension, <br />retirement, or other benefit programs now or hereafter available to CCSE's regular employees, <br />including, but not limited to, disability or unemployment insurance, workers' compensation, <br />medical insurance and sick leave. Any and all sums subject to deductions, if any, required to be <br />withheld and/or paid under any applicable state, federal, or municipal laws, or professional <br />organizations shall be the sole responsibility of PARTICIPANT. PARTICIPANT shall not have <br />authority to act as an agent on behalf of CCSE unless specifically authorized in writing. <br />PARTICIPANT will not represent to be or hold itself out as an employee of CCSE. <br />4