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<br />Washington State <br />Health Care Authority Page 24 of 53 Contract # 2747 <br /> <br /> <br />4.33.6 Contractor must identify all Preexisting Material when it is delivered under this <br />Contract and must advise HCA of any and all known or potential infringements of <br />publicity, privacy or of intellectual property affecting any Preexisting Material at the <br />time of delivery of such Preexisting Material. Contractor must provide HCA with <br />prompt written notice of each notice or claim of copyright infringement or <br />infringement of other intellectual property right worldwide received by Contractor <br />with respect to any Preexisting Material delivered under this Contract. <br />4.34 RIGHTS OF STATE AND FEDERAL GOVERNMENTS <br />In accordance with 45 C.F.R. 95.617, all appropriate state and federal agencies, including <br />but not limited to the Centers for Medicare and Medicaid Services (CMS), will have a <br />royalty-free, nonexclusive, and irrevocable license to reproduce, publish, translate, or <br />otherwise use, and to authorize others to use for Federal Government purposes: (i) <br />software, modifications, and documentation designed, developed or installed with Federal <br />Financial Participation (FFP) under 45 CFR Part 95, subpart F; (ii) the Custom Software <br />and modifications of the Custom Software, and associated Documentation designed, <br />developed, or installed with FFP under this Contract; (iii) the copyright in any work <br />developed under this Contract; and (iv) any rights of copyright to which Contractor <br />purchases ownership under this Contract. <br />4.35 SEVERABILITY <br />If any provision of this Contract or the application thereof to any person(s) or <br />circumstances is held invalid, such invalidity will not affect the other provisions or <br />applications of this Contract that can be given effect without the invalid provision, and to <br />this end the provisions or application of this Contract are declared severable. <br />4.36 SITE SECURITY <br />While on HCA premises, Contractor, its agents, employees, or Subcontractors must <br />conform in all respects with physical, fire or other security policies or regulations. Failure <br />to comply with these regulations may be grounds for revoking or suspending security <br />access to these facilities. HCA reserves the right and authority to immediately revoke <br />security access to Contractor staff for any real or threatened breach of this provision. <br />Upon reassignment or termination of any Contractor staff, Contractor agrees to promptly <br />notify HCA. <br />4.37 SUBCONTRACTING <br />4.37.1 Neither Contractor, nor any Subcontractors, may enter into subcontracts for any of <br />the work contemplated under this Contract without prior written approval of HCA. <br />HCA has sole discretion to determine whether or not to approve any such <br />subcontract. In no event will the existence of the subcontract operate to release or <br />reduce the liability of Contractor to HCA for any breach in the performance of <br />Contractor’s duties.