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Without agreeing that litigation or claims are legally authorized, if any litigation, claim, or audit is started before
<br /> the expiration of the six(6) year period, the records shall be retained until all litigation, claims, or audit findings
<br /> involving the records have been resolved including any appeals and remands.
<br /> Records and other documents, in any medium, furnished by one party to this Contract to the other party, will
<br /> remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or
<br /> make available this material to any third parties without first giving notice to the furnishing party and giving it a
<br /> reasonable opportunity to respond. Each party will utilize reasonable security procedures and protections to
<br /> assure that records and documents provided by the other party are not erroneously disclosed to third parties.
<br /> The Dispute Board shall review the facts, Contract terms and applicable statutes and rules and make a
<br /> determination of the dispute. The determination of the Dispute Board shall be final and binding on the parties
<br /> hereto.
<br /> 24. DATA DISPOSITION
<br /> If Licensee is exempt by statute from the Data Disposal requirements in Attachment A, Data Security Requirements,
<br /> Licensee will not be required to comply with Data Disposal requirements. Licensee shall adhere to any required
<br /> retention schedule. Otherwise,the Licensee will be required to dispose of Data as outlined in Attachment A, Data
<br /> Security Requirements.
<br /> 25. ASSIGNABILITY
<br /> The Licensee shall not assign this Contract, nor any claim arising under this Contract without the prior written
<br /> consent of DOL, which consent shall not be unreasonably withheld.
<br /> 26. COMPLIANCE WITH APPLICABLE LAW
<br /> At all times during the term of this Contract, the Licensee shall comply with all applicable federal, state, and local
<br /> laws and regulations, including but not limited to, nondiscrimination laws and regulations.
<br /> 27. GOVERNANCE
<br /> This Contract shall be construed and interpreted in accordance with the laws of the state of Washington and the
<br /> venue of any action brought hereunder shall be in the Superior Court for Thurston County.
<br /> 28. INDEMNIFICATION
<br /> Each party to this Contract shall indemnify, defend and hold harmless the other party from and against all claims
<br /> for damages resulting from its own acts and/or omissions and those of its officers, employees and agents arising
<br /> out of or resulting from the performance of this Contract.
<br /> 29. LEGAL FEES
<br /> Unless otherwise specified by law, in the event of litigation or other action brought to enforce Contract terms,
<br /> each party shall bear its own legal fees and costs.
<br /> 30. LIMITATION OF SIGNATURE AUTHORITY
<br /> Only DOL's Director or designated delegate by writing shall have the expressed, implied, or apparent authority to
<br /> alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment,
<br /> modification, or waiver of any clause or condition of this Contract is not effective or binding unless made in
<br /> writing and signed by DOL's Director or delegate.
<br /> 31. RELEASE OF INFORMATION TO OTHER THIRD PARTIES
<br /> DOL Data will not be shared with any third parties, unless otherwise allowed herein or without prior written
<br /> approval by DOL.
<br /> 32. RIGHTS OF INSPECTION
<br /> Licensee shall provide right of access to the other party, or any of its officers, or to any other authorized agent or
<br /> official of the state of Washington or the federal government at all reasonable times, in order to monitor and
<br /> evaluate performance, compliance, and/or quality assurance of internal policies and procedures, and/or records
<br /> relating to the safeguarding, use, and disclosure of Confidential Information obtained or used as a result of this
<br /> Contract. Licensee shall make available information necessary for the other party to comply with an individual's
<br /> right to access, amend, and receive an accounting of disclosures of their Confidential Information.
<br /> 33. SEVERABILITY
<br /> If any term or condition of this Contract is held invalid, such, invalidity shall not affect the validity of the other
<br /> terms or conditions of this Contract.
<br /> K5881 Page 6 of 14 1/20/2017
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