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DocuSign Envolope lDt 2A5377 17 -7667-43CF-852C-24E86D28998E GENERAL TERMS ANO CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 1, DEFINITIONS As used throughout this Granl, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in wrilng to act on the Direclor's behalf. B. 'COMMERCE" shall mean the Department of Commerce. C. "Grant" or "Agreement" means the entire written agreement between COMMERCE and the Grantee, including any attachments, documents, or rnaterials incorporated by reference. E-mail or facsimile transmission of a signed copy of this contract shall be the same as ielivery of an original. D' "Granlee" shall rnean the enlity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the Grantee. E. "Personal lnformalion" shall mean information idenllfiable to any person, including, bul not limited to, information that relates to a psrson's name, health, finances, iducation, busineJs, use or receiptof governmental services or other activities, addresses, telephone numbers, social securiiy numbers, driver license numbers, other identifying numbers, and any financial identifiers. F. "State" shall mean the state of Washington. G. "Subgrantee" or "subcontractot'' shall mean one not in lhe employment of the Graniee, who isperforming all or part of those services under this Grant under a separate Grant with the Grantee. The terms "subgrantee" or "subconlractor" mean subcontractor{s) in any tier. 2. ALLWRITINGS CONTAINED HEREIN This Grant contains all lhe terms and conditions agreed upon by the parlies. No other undorslandings, oral or othenrvise, regarding the subject mstter of this Grant snatl Oe deemed to exist or to bind any-oi the parties hereto. 3. AMENDMENTS This Grant may be amended by mutual agreement of the parties. $uch amendments shall not bebinding unless they are in writing and signed by personnel authorized to bind each of the parties. 4. ASSIGNMENT Neither this Grant, work thereunder, nor any claim arising under this Grant, shall be transferred or assigned by the Grantee without prior written consent ot CdMMERCE. 5. CONFIDENTIALITY AND SAFEGUARDING OF INFORIUATION A. "Confidenlial lnformation' as used in this section includes: i. All malerial provided to the Granlee by COMMERCE that is designated as "confidential" by COMMERCE; ii. All material produced by the Grantee that is designated as "confidentiat" by COMMERCE; and iii. All personal information in the posssssion of the Grsntee ihat may not be disclosed under state or federal law. B. The Grantee shall comply with all state and federal laws related to the use, sharing, lransfer, sale, or disclosure oi Confidential lnformation. The Grantee shall use Confidential lnformation solely forthe purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential lnformation to ary third party except with lhe prior written consant of COMMERCE or as may berequired by law. The Grantee shalltake all necessary steps to assure that Confidsntial lnformaiionis safeguarded to prevent unauthorized use, sharing, transfer, sale or discloeure of Confidonlial lnformation or violation of any state or federal laws reiated thereto. Upon request, lhe Grantes shallprovide COMMERCE with its policies and prooedures on confidentiaiity. CCiMMERCE may require changes to such policies and procedures as they apply to this Grlnt whenever COMMFRCEreasonably determines that changes are necessary to prevent unauthorized disclosures. The Page 7