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

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Master Solutions Agreement A-8 Revised August 2022 MSA 12. CONFIDENTIALITY (a) Permitted Use. The Party receiving Confidential Information (the “Receiving Party”) will handle, use, treat and utilize the disclosing Party's (the “Disclosing Party”) Confidential Information as follows: (i) hold all such Confidential Information in strict confidence; (ii) use such Confidential Information only for the purpose of performing its obligations under this Agreement; (iii) reproduce such Confidential Information only to the extent necessary to perform its obligations under this Agreement; (iv) restrict disclosure of such Confidential Information to its directors, officers and employees, agents, representatives and subcontractors having a need to know (and advise such persons of the obligations assumed herein); and (v) not disclose such Confidential Information to any third party without prior written approval of the Disclosing Party, except as set forth in Section 12(b) (Subcontractors). In addition, with respect to any equipment, component, hardware, software or other items delivered to the Receiving Party by the Disclosing Party, the Receiving Party will not reverse engineer, disassemble, decompile or otherwise analyze the physical construction of any such items. The restrictions on the Receiving Party's use and disclosure of Confidential Information as set forth above will not apply to any Confidential Information to the extent it: (i) is wholly and independently developed by the Receiving Party without the use of Confidential Information of the Disclosing Party; (ii) is or has become generally available to the public without breach of this Agreement by the Receiving Party; (iii) at the time of disclosure to the Receiving Party, was known to such Receiving Party free of restriction and evidenced by documentation in the Receiving Party's possession; (iv) is approved for release by written authorization of the Disclosing Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization; (v) is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such order; provided, that the Receiving Party will first notify the Disclosing Party of such order and permit the Disclosing Party to seek a protective order against disclosure; or (vi) is disclosed in response to a request for production of documents, if required to comply with the Washington Public Records Act, Chapter 42.56 RCW. Prior to disclosure of Confidential Information in response to a public records request, the Receiving Party will give written notice of the request to the Disclosing Party, and allow the Disclosing Party reasonable time in which to pursue a protective order or other remedy, prior to the disclosure. (b) Subcontractors. Trace3 will ensure any of its subcontractors utilized in connection with this Agreement will be required to abide by its obligations with respect to Confidential Information. (c) Personnel Screening and Restricted-System Access. Trace3 shall ensure that all Personnel, including Subcontractor Personnel, who access County facilities, County systems, County Data, or County confidential information are appropriately screened, trained, supervised, and bound by written confidentiality and security obligations consistent with the nature of their assigned duties and applicable law. Before granting Personnel access to any County system or data, Trace3 shall provide information and certifications reasonably requested by County to