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Docusign Envelope ID: F24ED3D0-D4D6-499A-9588-1246949365D1 <br />4ViesIiif g,on SLale <br />5 Depa- i <br />General Terms and Conditions <br />DEFINITIONS <br />As used throughout this Contract, the following terms shall have the meaning set forth below: <br />A. "Authorized Representative" shal I mean the Director and/or the designee authorized in writing to act <br />on the Director's behalf. <br />B. "COMMERCE" shall mean the Washington Department of Commerce. <br />C. "Contract" or "Agreement" or "Grant" means the entire written agreement between COMMERCE <br />and the Contractor, including any Attachments, documents, or materials incorporated by reference. <br />E-mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of <br />an original. <br />D. "Contractor" or "Grantee" shall mean the entity identified on the face sheet performing service(s) <br />under this Contract, and shall include all employees and agents of the Contractor. <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 orreceipt <br />of governmental services or other activities, addresses, telephone numbers, social security <br />numbers, driver license numbers, other identifying numbers, and any financial identifiers, and <br />"Protected Health Information" under the federal Health Insurance Portability and Accountability Act <br />of 1996 (HIPAA). <br />F. "State" shall mean the state of Washington. <br />G. "Subcontractor" shall mean one not in the employmentof the Contractor, who is performing all or <br />part of those services u n der th is Contract u n der a separate contract with the Contractor. The terms <br />"subcontractor" and "subcontractors" mean subcontractor(s) in anytier. <br />2. ALL WRITINGS CONTAINED HEREIN <br />This Contract contains all the terms and conditions agreed upon bythe parties. No other understandings, <br />oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of <br />the parties hereto. <br />3. AMENDMENTS <br />This Contract maybe amended by mutual agreementof the parties. Such amendments shall notbe binding <br />unless they are in writing and signed by personnel authorized to bind each of the parties. <br />4. ASSIGNMENT <br />Neitherthis Contract, work thereunder, nor any claim arising underthis Contract, shall be transferred or <br />assigned by the Contractor 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 Contractor by COMMERCE that is designated as "confidential" by <br />COMMERCE; <br />ii. All material produced by the Contractorthat is designated as "confidential" by COMMERCE; <br />and <br />iii. All Personal Information in the possession of the Contractor that may not be disclosed under <br />state orfederal law. <br />Page 7 of 15 <br />