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deemed to be confidential or proprietary information, and shall be acquired by Purchaser, free <br />from any restrictions, as part of the consideration for this Agreement. <br />ARTICLE 12 - RIGHT TO AUDIT <br />Subject to Vendor's reasonable security and confidentiality procedures, Purchaser, or any <br />third party retained by Purchaser, may at any time upon prior reasonable notice to Vendor, <br />during normal business hours, audit the books, records and accounts of Vendor to the extent that <br />such books, records and accounts pertain to sale of any Products and Services hereunder or <br />otherwise relate to the performance of this Agreement by Vendor. Vendor shall maintain all such <br />books, records and accounts for a period of at least three (3) years after the date of expiration or <br />termination of this Agreement. The Purchaser's right to audit under this Article 12 and <br />Purchaser's rights hereunder shall survive the expiration or termination of this Agreement for a <br />period of three (3) years after the date of such expiration or termination. <br />ARTICLE 13 - REMEDIES <br />Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set <br />forth in this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser <br />shall have all rights and remedies under applicable law, including without limitation, equitable <br />relief. The provisions of this Article shall survive the expiration or termination of this <br />Agreement. <br />ARTICLE 14 - RELATIONSHIP OF PARTIES <br />Vendor is an independent contractor and is not an agent, servant, employee, legal <br />representative, partner or joint venturer of Purchaser. Nothing herein shall be deemed or <br />construed as creating a joint venture or partnership between Vendor and Purchaser. Neither Party <br />has the power or authority to bind or commit the other. <br />ARTICLE 15 - NOTICES <br />All notices required or permitted to be given or made in this Agreement shall be in <br />writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by <br />certified or registered mail or by nationally recognized overnight courier to the address specified <br />below: <br />If to Lead Contracting Agency: <br />Public Procurement Authority <br />25030 SW Parkway Ave, <br />Suite 330 <br />Wilsonville OR 97070 <br />ATTN: Heidi Arnold <br />I <br />