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<br />________________________________________________________________________________________________________ <br /> Page 11 of 27 <br /> <br />4. ALL WRITINGS CONTAINED HEREIN <br />This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, <br />oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of <br />the parties hereto. <br />5. AMENDMENTS <br />This Grant 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 />6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also <br />referred to as the “ADA” 28 CFR Part 35 <br />The Grantee must comply with the ADA, which provides comprehensive civil rights protection to <br />individuals with disabilities in the areas of employment, public accommodations, state and local <br />government services, and telecommunications. <br />7. ASSIGNMENT <br />Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the <br />Grantee without prior written consent of COMMERCE. <br />8. ATTORNEYS’ FEES <br />Unless expressly permitted under another provision of the Grant, in the event of litigation or other <br />action brought to enforce Grant terms, each party agrees to bear its own attorneys’ fees and costs. <br />9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION <br />A. “Confidential Information” as used in this section includes: <br /> <br />i. All material provided to the Grantee by COMMERCE that is designated as “confidential” <br />by COMMERCE; <br /> <br />ii. All material produced by the Grantee that is designated as “confidential” by COMMERCE; <br />and <br /> <br />iii. All Personal Information in the possession of the Grantee that may not be disclosed under <br />state or federal law. <br /> <br />B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, <br />sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information <br />solely for the purposes of this Grant 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 <br />or as may be required by law. The Grantee shall take all necessary steps to assure that <br />Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or <br />disclosure of Confidential Information or violation of any state or federal laws related thereto. <br />Upon request, the Grantee shall provide COMMERCE with its policies and procedures on <br />confidentiality. COMMERCE may require changes to such policies and procedures as they <br />apply to this Grant whenever COMMERCE reasonably determines that changes are necessary <br />to prevent unauthorized disclosures. The Grantee shall make the changes within the time <br />period specified by COMMERCE. Upon request, the Grantee shall immediately return to <br />COMMERCE any Confidential Information that COMMERCE reasonably determines has not <br />been adequately protected by the Grantee against unauthorized disclosure. <br /> <br />C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working <br />days of any unauthorized use or disclosure of any confidential information, and shall take <br />necessary steps to mitigate the harmful effects of such use or disclosure. <br />Docusign Envelope ID: 59790314-4A8A-45DB-8130-00ABDE3419DF