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Provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the
<br /> Sponsor or the Sponsor's agents, employees, contractors, subcontractors or vendors, of any tier, or any other
<br /> persons for whom the Sponsor is legally liable, and (b)the State its employees and agents for whom it is
<br /> vicariously liable, the indemnity obligation shall be valid and enforceable only to the extent of the Sponsor's
<br /> negligence or the negligence of the Sponsor's agents, employees, contractors, subcontractors or vendors, of
<br /> any tier, or any other persons for whom the Sponsor may be legally liable.
<br /> This provision shall be included in any agreement between Sponsor and any contractors, subcontractor and
<br /> vendor, of any tier.
<br /> The Sponsor shall also defend, indemnify, and hold the State and its officers and employees harmless from all
<br /> claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright
<br /> infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary
<br /> information, know-how, copyright rights or inventions by the Sponsor or the Sponsor's agents, employees,
<br /> contractors, subcontractors or vendors, of any tier, or any other persons for whom the Sponsor may be legally
<br /> liable, in performance of the work under this Agreement or arising out of any use in connection with the
<br /> Agreement of methods, processes, designs, information or other items furnished or communicated to the
<br /> State, its agents, officers and employees pursuant to the Agreement. Provided, this indemnity shall not apply
<br /> to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade
<br /> secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from the State's,
<br /> its agents', officers'and employees'failure to comply with specific written instructions regarding use provided
<br /> to the State, its agents, officers and employees by the Sponsor, its agents, employees, contractors,
<br /> subcontractors or vendors, of any tier, or any other persons for whom the Sponsor may be legally liable.
<br /> As part of its obligations provided above, the Sponsor specifically assumes potential liability for actions
<br /> brought by the Sponsor's own employees or its agents against the State and, solely for the purpose of this
<br /> indemnification and defense, the Sponsor specifically waives any immunity under the state industrial
<br /> insurance law, RCW Title 51.
<br /> The funding board and RCO are included within the term State, as are all other agencies, departments,
<br /> boards, councils, committees, divisions, bureaus, offices, societies, or other entities of state government.
<br /> SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR
<br /> The Sponsor and its employees or agents performing under this Agreement are not officers, employees or
<br /> agents of the funding board or RCO. The Sponsor will not hold itself out as nor claim to be an officer,
<br /> employee or agent of RCO, a funding board or of the state of Washington, nor will the Sponsor make any
<br /> claim of right, privilege or benefit which would accrue to an employee under RCW 41.06 or Section 30B.
<br /> The Sponsor is responsible for withholding and/or paying employment taxes, insurance, or deductions of any
<br /> kind required by federal, state, and/or local laws.
<br /> SECTION 7. CONFLICT OF INTEREST
<br /> Notwithstanding any determination by the Executive Ethics Board or other tribunal, RCO may, in its sole
<br /> discretion, by written notice to the Sponsor terminate this Agreement if it is found after due notice and
<br /> examination by RCO that there is a violation of the Ethics in Public Service Act, RCW 42.52; or any similar
<br /> statute involving the Sponsor in the procurement of, or performance under, this Agreement.
<br /> In the event this Agreement is terminated as provided herein, RCO shall be entitled to pursue the same
<br /> remedies against the Sponsor as it could pursue in the event of a breach of the Agreement by the Sponsor.
<br /> The rights and remedies of RCO provided for in this clause shall not be exclusive and are in addition to any
<br /> other rights and remedies provided by law or this Agreement.
<br /> SECTION 8. COMPLIANCE WITH APPLICABLE LAW
<br /> RCO 16-13100 Revision Date: 1/11/2018 Page 11 of 37
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