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23. Ownership of ltems Produced <br />All writings, programs, data, public records or other materials prepared by the Contractor <br />and/or its Contractors or sub-Contractors, in connection with performance of this Agreement <br />shall be the sole and absolute propedy of the County. <br />24. Confidentialitv <br />The Contractor, its employees, sub-Contractors, and their employees shall maintain the <br />confidentiality of all information provided by the County or acquired by the Contractor in <br />performance of this Agreement, except upon the prior written consent of the Kittitas County <br />Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over <br />the County. Contractor shall immediately give to the County notice of any judicial <br />proceedings seeking disclosure of such information. Contractor shall indemnify and hold <br />harmless the County, its Additional lnsured's, officials, agents or employees from all loss or <br />expense, including, but not limited to settlements, judgments, setoffs, attorneys'fees and <br />costs resulting from Contractor's breach of this provision. <br />25. Notice: <br />Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, <br />except service of process, notice shall be given by the Contractor to the depailment head <br />of the department for whom services are rendered, and to the Kittitas County <br />Commissioners, 205 W sth Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor <br />for all purposes under this Agreement shall be given to the address reflected on the <br />signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, <br />postage prepaid. <br />26. Severabilitv: <br />lf any term or condition of this Agreement or the application thereof to any person(s) or <br />circumstances is held. invalid, such invalidity shall not affect other terms, conditions or <br />applications which can be given effect without the invalid term, condition or application. To <br />this end, the terms and conditions of this Agreement are declared severable. <br />27. Miscellaneous: <br />27.1 The County's failure or delay to insist upon strict performance of any of the <br />provisions of this Agreement or to exercise any rights or remedies under this <br />Agreement shall not be construed as a waiver or relinquishment to any extent <br />of its right to assert or rely upon any such provisions, rights or remedies in that <br />or any other instance; rather the same shall be and remain in full force and <br />effect. <br />27.2 This Agreement embodies the entire Agreement between the County and <br />Contractor, and supersedes any and all prior agreements, regarding the <br />Work. No change, amendment or modification of any provisions of this <br />Agreement shall be valid unless set forth in a written instrument signed by the <br />party to be bound thereby. <br />Professional Services Agreement - JRP INTEGRATED SOLUTIONS, LLC <br />Page 10