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1 . <br /> GOVERNANCE <br /> This contract is entered into pursuant to and under the authority granted by the laws of the state of <br /> Washington and any applicable federal laws. The provisions of this agreement shall be construed <br /> to conform to those laws. <br /> In the event of an inconsistency in the terms of this Agreement, or between its terms and any <br /> applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following <br /> order: <br /> a. , applicable state and federal statutes and rules; <br /> b. statement of work; and <br /> c. any other provisions of the agreement, including materials incorporated by <br /> reference. <br /> HOLD HARMLESS <br /> The contractor shall defend, protect and hold harmless the State of Washington, the <br /> department, or any employees thereof, from and against all claims, suits or action arising from <br /> any intentional or negligent act or omission of the contractor or subcontractor, or agents of <br /> either, while performing under the terms of this contract. Claims shall include, but not be limited <br /> to, assertions that the use or transfer of any software, book, document, report, film, tape or <br /> sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of <br /> any copyright, patent, trademark, trade name, or otherwise results in an unfair trade practice. <br /> INDEPENDENT CAPACITY <br /> The employees or agents of each party who are engaged in the performance of this Agreement <br /> shall continue to be employees or agents of that party and shall not be considered for any purpose <br /> to be employees or agents of the other party. <br /> PRIVACY <br /> Personal information collected, used or acquired in connection with this contract shall be used <br /> solely for the purposes of this contract. Contractor and its subcontractors agree not to release, <br /> divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal <br /> information without the express written consent of the agency or as provided by law. Contractor <br /> agrees to implement physical, electronic and managerial safeguards to prevent unauthorized <br /> access to personal information. <br /> The Department reserves the right to monitor, audit or investigate the use of personal information <br /> collected, used or acquired by the contractor through this contract. The monitoring, auditing, or <br /> investigating may include but is not limited to "salting" by the department. Contractor shall certify <br /> the return or destruction of all personal information upon expiration of this contract. Salting is the <br /> act of placing a record containing unique but false information in a database that can be used later <br /> to identify inappropriate disclosure of data contained in the database. <br /> Any breach of this provision may result in termination of the contract and the demand for return <br /> of all personal information. The contractor agrees to indemnify and hold harmless the <br /> department for any damages related to the contractor's unauthorized use of personal <br /> information. <br /> 71 <br /> DOH Contract#N13413 Page 3 of 13 rev. 4/28/04 <br />