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GENERAL TERMS AND CONDITIONS <br /> INTERAGENCY AGREEMENT <br /> STATE FUNDS <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 /> State of Washington Interagency Agreement Updated August 2019 <br /> Department of Commerce Page 3 <br />