Kittitas County (MSA) (FINAL - READY FOR EXECUTION) (2)

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Master Solutions Agreement A-9 Revised August 2022 MSA verify compliance with this Agreement and the applicable SOW. County may deny, limit, suspend, or revoke access in its sole discretion where necessary to protect County systems, data, operations, or legal compliance. Where an SOW identifies access to Criminal Justice Information, Protected Health Information, Federal Tax Information, payment-card data, or other restricted information or systems, Trace3 and its Personnel and Subcontractor Personnel shall comply with the additional screening, training, access, security, audit, confidentiality, and subcontracting requirements identified in that SOW and any applicable County policy, security addendum, or law. No Personnel may access a restricted County system or restricted County data unless and until County has confirmed that all applicable prerequisites for that access have been satisfied. (d) Obligations and Return of Confidential Information. The Receiving Party's obligation hereunder will continue during the term of this Agreement and survive for a period of one year following termination of this Agreement for any reason. All Confidential Information will remain the sole property of the Disclosing Party, and all materials containing any such Confidential Information (including all copies thereof) will be returned to the Disclosing Party or destroyed upon completion of work or delivery under any outstanding SOW or Purchase Order, upon the Receiving Party's determination that it no longer has a need for such Confidential Information, or upon the Disclosing Party’s request. Upon the Disclosing Party’s request, the receiving Party will certify in writing that all materials containing such Confidential Information (including all copies thereof) have been returned to the Disclosing Party or have been destroyed. (e) Publicity. Neither Party will distribute any news releases, articles, brochures, speeches or advertisements concerning this Agreement or any SOW or Purchase Order, nor use the other Party's name, without such other Party's prior written consent. (f) Injunctive Relief. As legal remedies may be insufficient for a breach of this Section 12 (Confidentiality), an injured Party will be entitled to seek injunctive relief in addition to any other legal or equitable remedies without the necessity of proving an inadequate remedy at law exists and without the requirement of bond. 13. GOVERNING LAW; FORUM In the event that any litigation should arise concerning this Agreement, the venue for such action shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the laws of the State of Washington. 14. TERMINATION (a) Termination. Either Party may terminate this Agreement or any SOW or Purchase Order: (i) Termination for Breach. Immediately upon written notice to the other Party if the other Party defaults on any of its material obligations under this Agreement or any SOW or Purchase Order, and such default is not cured within 30 days after written notice is received by the defaulting Party specifying, in reasonable detail, the nature of the default; (ii) Termination for Insolvency. Immediately upon written notice to the other Party if the other Party becomes (1) unable to pay its debts as they become due, or (2) the subject of a proceeding, whether voluntary or involuntary, under the bankruptcy or insolvency laws of the United States or any other jurisdiction, unless, in