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GENERAL TERMS AND CONDITIONS
<br /> INTERAGENCY
<br /> FEDERAL FUNDS
<br /> F. The terms covered transaction, debarred, suspended, ineligible, lower tier covered
<br /> transaction, person, primary covered transaction, principal, and voluntarily excluded; as
<br /> used in this section, have the meanings set out in the Definitions and Coverage sections of the
<br /> rules implementing Executive Order 12549. You may contact COMMERCE for assistance in
<br /> obtaining a copy of these regulations.
<br /> 7. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
<br /> A. "Confidential Information" as used in this section includes:
<br /> 1. All material provided to the Contractor by COMMERCE that is designated as"confidential"
<br /> by COMMERCE;
<br /> 2. All material produced by the Contractor that is designated as"confidential"by COMMERCE;
<br /> and
<br /> 3. All Personal Information in the possession of the Contractor that may not be disclosed under
<br /> state or federal law. "Personal Information" includes but is not limited to information related to
<br /> a person's name, health, finances, education, business, use of government services,
<br /> addresses, telephone numbers, social security number, driver's license number and other
<br /> identifying numbers, and "Protected Health Information" under the federal Health Insurance
<br /> Portability and Accountability Act of 1996 (HIPAA).
<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 Agreement 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
<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 Contractor shall provide COMMERCE with its policies and procedures on
<br /> confidentiality. COMMERCE may require changes to such policies and procedures as they apply
<br /> to this Agreement whenever COMMERCE reasonably determines that changes are necessary to
<br /> prevent unauthorized disclosures. The Contractor shall make the changes within the time period
<br /> -specified by COMMERCE. Upon request, the Contractor shall immediately return to
<br /> COMMERCE any Confidential Information that COMMERCE reasonably determines has not
<br /> been adequately protected by the Contractor against unauthorized disclosure.
<br /> C. Unauthorized Use or Disclosure. The Contractor 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 /> 8. COPYRIGHT PROVISIONS
<br /> Unless otherwise provided, all Materials produced under this Agreement shall be considered "works
<br /> for hire"as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE
<br /> shall be considered the author of such Materials. In the event the Materials are not considered
<br /> "works for hire" under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right,
<br /> title, and interest in all Materials, including all intellectual property rights, moral rights, and'rights of
<br /> publicity to COMMERCE effective from the moment of creation of such Materials.
<br /> "Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
<br /> pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
<br /> and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the
<br /> ability to transfer these rights.
<br /> For Materials that are delivered under the Agreement, but that incorporate pre-existing materials not
<br /> produced under the Agreement, the Contractor hereby grants to COMMERCE a nonexclusive,
<br /> royalty-free, irrevocable license(with rights to sublicense to others) in such Materials to translate,
<br /> reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Contractor
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