WA ST Dept of Ecology 9/28/2017 - Laserfiche WebLink

Page 3 of 7 RECORDS MAINTENANCE The parties to this Agreement shall each maintain books, records,documents and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the service(s)described herein. These records shall be subject to inspection, review or audit by personnel of both parties,other personnel duly authorized by either party,the Office of the State Auditor,and federal officials so authorized by law. All books, records, documents, and other material relevant to this Agreement will be retained for six years after expiration of this Agreement and the Office of the State Auditor,federal auditors,and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. Records and other documents,in any medium,furnished by one party to this Agreement to the other party,will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available this material to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third parties subject to state public disclosure laws. RESPONSIBILITIES OF THE PARTIES Each party of this Agreement hereby assumes responsibility for claims and/or damages to persons and/or property resulting from any act or omissions on the part of itself, its employees, its officers, and its agents. Neither party will be considered the agent of the other party to this Agreement RiGHTS IN DATA Unless otherwise provided, data,which originates from this Agreement shall be"works for hire"as defined by the U.S. Copyright Act of 1976 and shall be jointly owned by ECOLOGY and SPONSOR. Data shall include, but not be limited to,reports, documents, pamphlets, advertisements, books magazines, surveys, studies,computer programs,films, tapes,and/or sound reproductions. Ownership includes the right to copyright,patent, register, and the ability to transfer these rights. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. TERMINATION FOR CAUSE If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement,or if either party violates any of these terms and conditions,the aggrieved party will give the other party written notice of such failure or violation.The responsible party will be given the opportunity to correct the violation or failure within 15 working days. If failure or violation is not corrected,this Agreement may be terminated immediately by written notice of the aggneved party to the other. TERMINATION FOR CONVENIENCE Either party may terminate this Agreement upon 30 days'prior written notification to the other party. If this Agreement is so terminated,the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. WAIVER A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto.