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DocuSign Envelope ID: 78CDD188-656B-44E9-9F46-9AFBF222884F <br />The Contractor will take steps necessary to mitigate any known harmful effects of such <br />unauthorized access including, but not limited to, sanctioning employees, notifying subjects, <br />and taking steps necessary to stop further unauthorized access. The Contractor agrees to <br />indemnify and hold harmless HCA for any damages related to unauthorized use or <br />disclosure of Confidential Information by the Contractor, its officers, directors, employees, <br />Subcontractors or agents. <br />Any breach of this clause may result in termination of the Contract and the demand for return <br />of all Confidential Information. <br />Contractor acknowledges the HCA is subject to chapter 42.56 RCW and that this Contract <br />and any Work Orders shall be a public record as defined in chapter 42.56 RCW. Any <br />specific information that is claimed by Contractor to be Proprietary Information must be <br />clearly identified as such by Contractor. To the extent consistent with chapter 42.56 RCW, <br />HCA shall maintain the confidentiality of all such information marked Proprietary Information <br />in their possession. If a public disclosure request is made to view Contractor's Proprietary <br />Information, HCA will notify Contractor of the request and of the date that such records will <br />be released to the requester unless Contractor obtains a court order from a court of <br />competent jurisdiction enjoining that disclosure. If Contractor fails to obtain the court order <br />enjoining disclosure, HCA will release the requested information on the date specified <br />3.10 CONFLICT OF INTEREST <br />HCA may terminate this Contract, by written notice to the Contractor, if it is found, after due <br />notice and examination, that there is a violation of the Ethics in Public Service Act, Chapter <br />42.52 RCW, or any other laws regarding ethics in public acquisitions and procurement and <br />performance of contracts. <br />In the event this Contract is so terminated, HCA shall be entitled to pursue the same <br />remedies against the Contractor as it could pursue in the event of a breach of the contract by <br />the Contractor. <br />3.11 CONFORMANCE <br />If any provision of this Contract violates any statute or rule of law of the State of Washington, <br />it is considered modified to conform to that statute or rule of law. <br />3.12 COVENANT AGAINST CONTINGENT FEES <br />The Contractor warrants that no person or selling agent has been employed or retained to <br />solicit or secure this Contract upon an agreement or understanding for a commission, <br />percentage, brokerage or contingent fee, excepting bona fide employees or bona fide <br />established agents maintained by the Contractor for the purpose of securing business. HCA <br />shall have the right, in the event of breach of this clause by the Contractor, to annul this <br />Contract without liability or, in its discretion, to deduct from the contract price or <br />consideration or recover by other means the full amount of such commission, percentage, <br />brokerage or contingent fee. <br />3.13 DEBARMENT <br />The Contractor, by signing this Contract, certifies that the Contractor is not presently <br />State of Washington <br />Health Care Authority <br />Page 11 of 42 HCA Contract No. K1407-1