If either Party deems it necessary to take legal action to enforce any provision of the Contract, and if the University prevails, the Contractor agrees to pay all expenses of such action, including the attorneys' fees and costs at all stages of litigation.

The Contractor shall indemnify and hold and save harmless the University, its affiliates, and its subsidiaries and their officers, agents, and employees from any losses, claims, suits, actions, expenses, damages, costs (including court costs and attorneys' fees of the University's attorneys), and liability of any nature or kind arising out of or relating to the Contractor's response to this procurement or its performance or failure to perform under the Contract awarded from this procurement. This clause shall survive termination for as long as necessary to protect the University.

Kentucky State University may terminate this Contract if funds are not appropriated to the contracting agency or are not otherwise available for the purpose of making payments without incurring any obligation for payment after the date of termination, regardless of the terms of the Contract. The University shall provide the Contractor thirty (30) calendar days' written notice of termination of the Contract due to a lack of available funding.

Reduction in Contract Workers' Hours Not applicable.

Authorized to do Business in Kentucky Businesses can register with the Secretary of State at http://www.sos.ky.gov/pages/default.aspx

The Contractor affirms that it is properly authorized under the laws of the Commonwealth of Kentucky to conduct business in this state and will remain in good standing to do business in the Commonwealth of Kentucky for the duration of any contract awarded.

If a foreign entity, the Contractor shall maintain a certification of authority to conduct business in the Commonwealth of Kentucky during the term of this Contract. Such registration is obtained from the Secretary of State pursuant to the process outlined below.

Registration with the Secretary of State by a Foreign Entity

Pursuant to KRS 45A.480 (1)(b), an agency, department, office, or political subdivision of the Commonwealth of Kentucky shall not award a state contract to a person that is a foreign entity required by KRS 14A.9-010 to obtain a certificate of authority to transact business in the Commonwealth ("certificate") from the Secretary of State under KRS 14A.9-030 unless the person produces the certificate within fourteen (14) days of the bid or proposal opening. Therefore, foreign entities should submit a copy of their certificate with their solicitation response. If the foreign entity is not required to obtain a certificate as provided in KRS 14A.9-010, the foreign entity should identify the applicable exception in its solicitation response. Foreign entity is defined within KRS 14A.1-070.

For all foreign entities required to obtain a certificate of authority to transact business in the Commonwealth, if a copy of the certificate is not received by the contracting agency within the time frame identified above, the foreign entity's solicitation response shall be deemed non-