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OSOS and the County shall take due care and reasonable precautions to protect the data from unauthorized physical and electronic access. OSOS and the County will strive to meet or exceed the requirements of the OCIO policies and standards for data security and access controls, including OCIO's "Data Sharing Policy," to ensure the confidentiality, availability and integrity of all data shared. 7. NON -DISCLOSURE OF DATA CONFIDENTIALITY Neither party nor its officials, officers, employees, volunteers, or agents may disclose, in whole or in part, any data covered by this Agreement, except as necessary to accomplish the express purposes of this Agreement or as may be required or permitted by law. Both parties agree to maintain the confidentiality of the data covered by this Agreement to the fullest extent required or permitted by law. 8. TERMINATION Either party may terminate this Agreement with 30 days' prior written notice to the contract manager for the other party listed in Section 12 of this Agreement; provided, however, that once data is accessed by OSOS, this Agreement is binding as to the confidentiality, use of the data, and disposition of all data received as a result of access, unless otherwise amended by the mutual agreement of both parties. 9. DISPUTE RESOLUTION If a dispute arises between OSOS and County under this Agreement, both parties will make a prompt, reasonable, good -faith effort to resolve the dispute by negotiation. If the parties fail to resolve the dispute through negotiation, the parties will choose a mutually acceptable alternative dispute resolution method. Such an alternative dispute resolution process must precede any judicial action, provided that both parties mutually pursue such alternative dispute resolution promptly, reasonably and in good faith. 10. GOVERNANCE This Agreement shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 11. ENTIRE AGREEMENT This Agreement sets forth the entire understanding of the parties and may be modified only by written instrument duly executed by both parties. 12. CONTRACT MANAGEMENT The contract manager for each of the parties is listed below and shall be responsible for and shall be the contact person for all communications regarding this Agreement: Contract Manager for County: Contract Manager for OSOS: Brvan Elliott Stuart Holmes County Auditor Director of Elections Kittitas County Office of the Secretary of State 205 W 5th Ave, Suite 105 520 Union Ave. Ellensburg WA 98926 Olympia, WA 98501 Phone: 509-899-3838 Phone: (360) 725-5794 Bryan.el[iottC co.kitti#as stuart.holines sos.wa. ov 3