SHJ26-008 VALLEY HEALTH SERVICE AGREEMENT - PARTIALLY EXECUTED

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12.7 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished by Contractor in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements of fact contained therein not misleading. 13. Ownership of Items Produced: The County owns final administrative reports and other deliverables specifically created for and paid for by the County under this Agreement. Contractor retains ownership of preexisting materials, clinical methods, forms, templates, software, know-how, and improvements, subject to a nonexclusive license for the County to use paid deliverables for its governmental purposes. Medical and clinical records, protected health information, psychotherapy notes, and Part 2 records are not work product or County - owned intellectual property and remain governed by applicable law, professional duties, the County EHR arrangement, and the parties' privacy agreements. 14. Intellectual Property Infringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information and/or materials supplied by Contractor infringe any intellectual property rights of any third party(ies). Contractor will pay all costs and damages attributable to any such claims finally awarded against the County in any action. Such defense and payments are conditioned upon the following: (1) Contractor shall be notified promptly in writing by the County of any notice of such claim; and (2) Contractor shall have the right hereunder, at its option and expense, to obtain for the County the right to continue using the information and/or materials that are the subject of such claim, provided no reduction in performance or loss results to the County. 15. Use of County Name and Logo: Contractor may not use the County's name, logo(s), trademark(s), or other identifying information, or identify the County as a current or former client, on its website or in any marketing or promotional materials without the prior written consent of the County. 16. Disputes: The parties will first attempt in good faith to resolve disputes through their designated contract representatives, followed by executive -level negotiation. If unresolved after thirty (30) days, either party may request nonbinding mediation, with costs shared equally. Either party may then pursue remedies in the court identified in Section 10. Arbitration is permitted only by a separate written agreement signed after the dispute arises. 17. Confidentiality: Each party and its personnel will protect the other party's confidential information and use it only for this Agreement, except as authorized in writing or required by law. Health information and substance use disorder records are governed by HIPAA, 42 C.F.R. Part 2, chapter70.02 RCW, professional privilege, and will be protected as required by these authorities and the parties separate Data Protection Agreement. Contractor agrees to conspicuously mark any non -health related record Contractor believes to be proprietary or otherwise confidential with "CONFIDENTIAL— DO NOT DISCLOSE" at the top of the page. When legally permitted, the County will provide prompt notice of a public records or legal request for any appropriately marked Contractor record reviewed by County staff responding to such request. 18. Notices: Written notices required or permitted to be provided by one party to the other party under this Agreement may be provided by personal delivery, legal courier service, or certified mail, postage prepaid and return receipt requested. Notice may be provided by email to the listed contacts, effective upon acknowledgment of receipt, or by regular first-class mail if simultaneous notice is provided by email. Notices given by Contractor shall be provided to the County's point of contact listed on page 1 of this Agreement, at the address there listed, and to the department head of the county department for which services under this Agreement are rendered. Notices given by the County shall be provided to Contractor at Contractor's address listed on page 1 of this Agreement. Kittitas County Agreement for Services (rev. 5/14/25) Page 14 of 23