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XVII(. Execution and Acceptance
<br />This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed
<br />to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements,
<br />representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material
<br />submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and
<br />conditions thereof.
<br />XIX. Protection of Confidential Information
<br />The CONSULTANT acknowledges that some of the material and information that may come into its possession
<br />or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt
<br />from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state
<br />or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is
<br />not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles,
<br />credit card information, driver's license numbers, medical data, law enforcement records (or any other information
<br />identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security
<br />data, non-public Specifications, STATE and AGENCY non -publicly available data, proprietary software, STATE
<br />and AGENCY security data, or information which may jeopardize any part of the project that relates to any of
<br />these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest
<br />confidence and not to make use of the State's Confidential Information for any purpose other than the performance
<br />of this AGREEMENT, to release it only to authorized employees, sub -consultants or subcontractors requiring such
<br />information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer,
<br />sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent
<br />or as provided by law. The CONSULTANT agrees to release such information or material only to employees,
<br />sub -consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have
<br />been previously approved by the AGENCY The CONSULTANT agrees to implement physical, electronic, and
<br />managerial safeguards to prevent unauthorized access to the State's Confidential Information.
<br />Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's
<br />option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential
<br />Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other
<br />steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information.
<br />As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following:
<br />the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which
<br />the State's Confidential Information was received; who received, maintained and used the State's Confidential
<br />Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall
<br />be subject to inspection, review, or audit upon reasonable notice from the AGENCY.
<br />The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential information
<br />collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or
<br />investigating may include, but is not limited to, salting databases.
<br />Violation of this section by the CONSULTANT or its sub -consultants or subcontractors may result in termination of
<br />this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties.
<br />It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which
<br />is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the
<br />confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing
<br />such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall
<br />be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT.
<br />Agreement Number: KCPW2017-19ENV 1
<br />Local AgencyABE Professional Services Negotiated Hourly Rate Consultant Agreement Page 12 of 14
<br />Revised 4/10/2015
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