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GENERAL TERMS AND CONDITIONS <br /> INTERAGENCY AGREEMENT <br />FEDERAL FUNDS <br /> Page 7 <br />1. DEFINITIONS <br />As used throughout this Grant, the following terms shall have the meaning set forth below: <br />A. “Authorized Representative” shall mean the Director and/or the designee authorized in writing to <br />act on the Director’s behalf. <br />B. “COMMERCE” shall mean the Department of Commerce. <br />C. “Grant” or “Agreement” means the entire written agreement between COMMERCE and the <br />Grantee, including any attachments, documents, or materials incorporated by reference. E-mail or <br />facsimile transmission of a signed copy of this contract shall be the same as delivery of an original. <br />D. "Grantee" shall mean the entity identified on the face sheet performing service(s) under this Grant, <br />and shall include all employees and agents of the Grantee. <br />E. “Personal Information” shall mean information identifiable to any person, including, but not limited <br />to, information that relates to a person’s name, health, finances, education, business, use or receipt <br />of governmental services or other activities, addresses, telephone numbers, social security <br />numbers, driver license numbers, other identifying numbers, and any financial identifiers. <br />F. ”State” shall mean the state of Washington. <br />G. "Subgrantee” or “Subcontractor" shall mean one not in the employment of the Grantee, who is <br />performing all or part of those services under this Grant under a separate Grant with the Grantee. <br />The terms “subgrantee” or “subcontractor” mean subcontractor(s) in any tier. <br />2. ALL WRITINGS CONTAINED HEREIN <br />This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, <br />oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of <br />the parties hereto. <br />3. AMENDMENTS <br />This Grant may be amended by mutual agreement of the parties. Such amendments shall not be <br />binding unless they are in writing and signed by personnel authorized to bind each of the parties. <br />4. ASSIGNMENT <br />Neither this Grant, work thereunder, nor any claim arising under this Grant, shall be transferred or <br />assigned by the Grantee without prior written consent of COMMERCE. <br />5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION <br />A. “Confidential Information” as used in this section includes: <br />i. All material provided to the Grantee by COMMERCE that is designated as “confidential” by <br />COMMERCE; <br />ii. All material produced by the Grantee that is designated as “confidential” by COMMERCE; and <br />iii. All personal information in the possession of the Grantee that may not be disclosed under state <br />or federal law. <br />B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, <br />or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for <br />the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential <br />Information to any third party except with the prior written consent of COMMERCE or as may be <br />required by law. The Grantee shall take all necessary steps to assure that Confidential Information <br />is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential <br />Information or violation of any state or federal laws related thereto. Upon request, the Grantee shall <br />provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require <br />changes to such policies and procedures as they apply to this Grant whenever COMMERCE <br />reasonably determines that changes are necessary to prevent unauthorized disclosures. The