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DocuSign Envelope ID: 78CDD188-656B-44E9-9F46-9AFBF222884F
<br />HCA. HCA shall be considered the author of such Materials. In the event the Materials are
<br />not considered ''works for hire" under the U.S. Copyright laws, Contractor hereby irrevocably
<br />assigns all right, title, and interest in Materials, including all intellectual property rights, to
<br />HCA effective from the moment of creation of such Materials.
<br />Materials means all items in any format and includes , but is not limited to, data, reports,
<br />documents, pamphlets, advertisements, books, magazines, surveys, studies, computer
<br />programs, films, tapes, and/or sound reproductions that derive exclusively from the
<br />Contractor's work under this Contract. Ownership includes the right to copyright, patent,
<br />register and the ability to transfer these rights.
<br />For Materials that are delivered under the Contract, but that incorporate pre-existing
<br />materials not produced under the Contract, Contractor hereby grants to HCA a nonexclusive,
<br />royalty-free, irrevocable license (with rights to sublicense others) in such Materials to
<br />translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly
<br />display. The Contractor warrants and represents that Contractor has all rights and
<br />permissions, including' intellectual property rights, moral rights and rights of publicity,
<br />necessary to grant such a license to HCA.
<br />The Contractor shall exert all reasonable effort to advise HCA, at the time of delivery of
<br />Materials furnished under this Contract, of all known or potential invasions of privacy
<br />contained therein and of any portion of such document which was not produced in the
<br />performance of this Contract. HCA shall receive prompt written notice of each notice or claim
<br />of copyright infringement received by the Contractor with respect to any data delivered under
<br />this Contract. HCA shall have the right to modify or remove any restrictive markings placed
<br />upon the data by the Contractor.
<br />3.33 SAFEGUARDING OF INFORMATION
<br />The use or disclosure by any party, of any information concerning HCA, for any purpose not
<br />directly connected with the administration of HCA's or the Contractor's responsibilities with
<br />respect to services provided under this Contract, is prohibited except by written consent of
<br />HCA.
<br />3.34 SEVERABILITY
<br />If any provision of this Contract, or the application thereof to any person(s) or circumstances
<br />is held invalid, such invalidity shall not affect the other provisions or applications of this
<br />Contract that can be given effect without the invalid provision, and to this end the provisions
<br />or application of this Contract are declared severable.
<br />3.35 SITE SECURITY
<br />While on HCA premises, Contractor, its agents, employees, or subcontractors shall conform
<br />in all respects with physical, fire or other security policies or regulations. Failure to comply
<br />with these regulations may be grounds for revoking or suspending security access to these
<br />facilities. HCA reserves the right and authority to immediately revoke security access to
<br />Contractor staff for any real or threatened breach of this provision. Upon reassignment or
<br />termination of any Contractor staff, Contractor agrees to promptly notify HCA.
<br />State of Washington
<br />Health Care Authority
<br />Page 16 of 42 HCA Contract No. K1407-1
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