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DocuSign Envelope ID: 62955F1D-7A37-4CB0-A8D8-2BA7ADB5515E
<br />8. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
<br />The CONTRACTOR shall not use or disclose any information concerning the EXCHANGE, or
<br />information that is considered personally identifiable information (P.I.I.), for any purpose not
<br />directly connected with its performance under or the administration of this contract, except with
<br />prior written consent of the EXCHANGE, or as may be required by law. For the purposes of this
<br />section, "Personally Identifiable Information" or "P.I.I." means information which can be used to
<br />distinguish or trace an individual's identity, such as their name, social security number, biometric
<br />records, etc., alone, or when combined with other personal or identifying information which is
<br />linked or linkable to a specific individual, such as date and place of birth, or mother's maiden name,
<br />etc.
<br />9. CONFLICT OF INTEREST
<br />Notwithstanding any determination by the Executive Ethics Board or other government tribunal, the
<br />EXCHANGE may, in its sole discretion, by written notice to the CONTRACTOR terminate this Contract
<br />if it is found after due notice and examination by the AGENT that there is a violation of the Ethics in
<br />Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONTRACTOR in the
<br />procurement of, or performance under this contract.
<br />In the event this Contract is terminated as provided above, the EXCHANGE shall be entitled to pursue
<br />the same remedies against the CONTRACTOR as it could pursue in the event of a breach of the
<br />Contract by the CONTRACTOR. The rights and remedies of the EXCHANGE provided for in this clause
<br />shall not be exclusive and are in addition to any other rights and remedies provided by law. The
<br />existence of facts upon which the AGENT makes any determination under this clause shall be an issue
<br />and may be reviewed as provided in the "Disputes" clause of this contract.
<br />10. COPYRIGHT PROVISIONS
<br />Unless otherwise provided, all materials produced under this Contract shall be considered "works for
<br />hire" as defined by the U.S. Copyright Act and shall be owned by the EXCHANGE. The EXCHANGE shall
<br />be considered the author of such materials. In the event the materials are not considered "works for
<br />hire" under the U.S. Copyright laws, CONTRACTOR hereby irrevocably assigns all right, title, and
<br />interest in materials, including all intellectual property rights, to the EXCHANGE effective from the
<br />moment of creation of such materials.
<br />Materials means all items in any format and includes, but is not limited to, data, reports, documents,
<br />pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
<br />and/or sound reproductions. Ownership includes the right to copyright, patent, register and the
<br />ability to transfer these rights.
<br />CONTRACTOR shall retain all patent, copyright and other intellectual property rights in the
<br />methodologies, methods of analysis, ideas, concepts, know-how, models, tools, techniques, skills,
<br />knowledge and experience (collectively, "Intellectual Property") owned or possessed by
<br />CONTRACTOR before the commencement of, or acquired by CONTRACTOR during or after, the
<br />performance of the services.
<br />For materials that are delivered under the contract, but that incorporate pre-existing materials not
<br />produced under the contract, CONTRACTOR hereby grants to the EXCHANGE a nonexclusive, royalty -
<br />free, irrevocable license (with rights to sublicense others) in such materials to translate, reproduce,
<br />distribute, prepare derivative works, publicly perform, and publicly display. The CONTRACTOR
<br />warrants and represents that CONTRACTOR has all rights and permissions, including intellectual
<br />property rights, moral rights and rights of publicity, necessary to grant such a license to the
<br />EXCHANGE.
<br />HBE-349 YNHS Exhibit A — General Terms and Conditions Page 6 of 41
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