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F19-31440-2## <br />GENERAL TERMS AND CONDITIONS <br />1. DEFINITIONS <br />As used throughout this Contract, the following terms shall have the meaning set forth below: <br />A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to <br />act on the Director's behalf. <br />B. "COMMERCE" shall mean the Department of Commerce. <br />C. "Contract" or "Agreement" means the entire written agreement between COMMERCE and the <br />Contractor, including any attachments, documents, or materials incorporated by reference. E-mail <br />or facsimile transmission of a signed copy of this contract shall be the same as delivery of an <br />original. <br />D. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this <br />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 or receipt <br />of governmental services or other activities, addresses, telephone numbers, social security <br />numbers, driver license numbers, other identifying numbers, and any financial identifiers. <br />F. "State" shall mean the state of Washington. <br />G. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or <br />part of those services under this Contract under a separate contract with the Contractor. The terms <br />"subcontractor" and "subcontractors" mean subcontractor(s) in any tier. <br />2. ALL WRITINGS CONTAINED HEREIN <br />This Contract contains all the terms and conditions agreed upon by the parties. No other <br />understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to <br />exist or to bind any of the parties hereto. <br />3. AMENDMENTS <br />This Contract may be amended by mutual agreement of the parties. Such amendments shall not be <br />binding unless they are in writing and signed by personnel authorized to bind each of the parties. <br />4. ASSIGNMENT <br />Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred <br />or 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 Contractor that 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 or federal law. <br />B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, <br />sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information <br />solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any <br />Confidential Information to any third party except with the prior written consent of COMMERCE or <br />as may be required by law. The Contractor shall take all necessary steps to assure that Confidential <br />Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of <br />Confidential Information or violation of any state or federal laws related thereto. Upon request, the <br />Contractor shall provide COMMERCE with its policies and procedures on confidentiality. <br />