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CMS 111BESS
<br />h) Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement,
<br />any Participating Addendum, or any Purchase Order.
<br />B. Records Administration and Audit
<br />1) The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master
<br />Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall
<br />adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead
<br />State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding
<br />entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency,
<br />to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records
<br />directly pertinent to this Master Agreement or Orders placed by a Purchasing Entity under it for the purpose
<br />of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five
<br />(5) years following termination of this Agreement or final payment for any Order placed by a Purchasing
<br />Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate
<br />performance hereunder.
<br />2) Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the
<br />applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the
<br />terms of the Master Agreement or Orders, or underpayment of fees found as a result of the examination of
<br />the Contractor's records.
<br />3) The rights and obligations herein right exist in addition to any quality assurance obligation in the Master
<br />Agreement requiring the Contractor to self -audit Contract obligations and that permits the Lead State to
<br />review compliance with those obligations.
<br />C. Confidentiality, Non -Disclosure, and Injunctive Relier
<br />1) Confidentiality. Contractor acknowledges that it and its employees or Distributors may, in the course of
<br />providing a Product under this Master Agreement, be exposed to or acquire information that is confidential
<br />to Purchasing Entity's or Purchasing Entity's clients. Any and all information of any form that is marked
<br />as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or
<br />Distributors in the performance of this Master Agreement, including, but not necessarily limited to (a) any
<br />Purchasing Entity's records, (b) personnel records, and (e) information concerning individuals, is
<br />confidential information of Purchasing Entity ("Confidential Information"). Any reports or other
<br />documents or items (including software) that result from the use of the Confidential Information by
<br />Contractor shall be treated in the same manner as the Confidential Information. Confidential Information
<br />does not include information that (a) is or becomes (other than by disclosure by Contractor) publicly
<br />known; (b) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this
<br />Master Agreement; (c) is rightfully in Contractor's possession without the obligation of nondisclosure prior
<br />to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than
<br />Purchasing Entity without the obligation of confidentiality, (e) is disclosed with the written consent of
<br />Purchasing Entity or; (Q is independently developed by employees, Distributors or Subcontractors of
<br />Contractor who can be shown to have had no access to the Confidential Information.
<br />2) Non -Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry
<br />standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise
<br />dispose of, give, or disclose Confidential Information to third patties or use Confidential Information for
<br />any purposes whatsoever other than what is necessary to the performance of Orders placed under this
<br />Master Agrmme.nt. Contractor shall advise each of its employees and Distributors of their obligations to
<br />keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist
<br />Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential
<br />Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity,
<br />applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe
<br />that any person who has had access to Confidential Information has violated or intends to violate the terms
<br />of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking
<br />injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person.
<br />Except as directed by Purchasing Entity. Contractor will not at any time during or after the term of this
<br />Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in
<br />accordance with this Master Agreement, and that upon termination of this Master Agreement or at
<br />Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and
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<br />Body Ammar Products W-14K.15- I. NASPO VelusPolnt Master Agreement Terms and Conditions
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