Interagency Agreement HCA and KCPHD for CPWI

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performance and, if so, the date of resumption. For purposes of this subsection, "written notice" may include email. 4.17.3.3 If the Contractor's proposed resumption date is not acceptable to HCA and an acceptable date cannot be negotiated, HCA may terminate the Agreement by giving written notice to Contractor. The parties agree that the Agreement will be terminated retroactive to the date of the notice of suspension. HCA will be liable only for payment in accordance with the terms of this Agreement for services rendered prior to the retroactive date of termination. 4.18 GOVERNING LAW This Agreement is governed in all respects by the laws of the state of Washington, without reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively in the Superior Court for the state of Washington, and the venue of any action hereunder is in the Superior Court for Thurston County, Washington. Nothing in this Agreement will be construed as a waiver by HCA of the State's immunity under the 11th Amendment to the United States Constitution. 4.19 HCA NETWORK SECURITY Contractor agrees not to attach any Contractor -supplied computers, peripherals or software to the HCA Network without prior written authorization from HCA's Chief Information Officer, Unauthorized access to HCA networks and systems is a violation of HCA Policy and constitutes computer trespass in the first degree pursuant to RCW 9A.52.110. Violation of any of these laws or policies could result in termination of the Agreement and other penalties. Contractor will have access to the HCA visitor Wi-Fi Internet connection while on site. 4.20 INDEMNIFICATION Contractor must defend, indemnify, and save HCA harmless from and against all claims, including reasonable attorneys' fees resulting from such claims, for any or all injuries to persons or damage to property, or Breach of its confidentiality and notification obligations under Section 4.7 Confidential Information Protection and Section 4.8 Confidentiality Breach -Required Notification, arising from intentional or negligent acts or omissions of Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees, or agents, in the performance of this Agreement. 4.21 INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Agreement. Contractor and its employees or agents performing under this Agreement are not employees or agents of HCA. Contractor will not hold itself out as or claim to be an officer or employee of HCA or of the State of Washington by reason hereof, nor will Washington State Page 25 HCA Contract No. K3924 Health Care Authority