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that ensures confidentiality of all State records and information wherever located. No State <br />information of any kind shall be distributed or sold to any third party or used by Contractor or its <br />agents in any way, except as authorized by the contract and as approved by the State. State <br />information shall not be retained in any files or otherwise by Contractor or its agents, except as set <br />forth in this contract and approved by the State. Disclosure of State records or information may be <br />cause for legal action against Contractor or its agents. Defense of any such action shall be the sole <br />responsibility of Contractor. <br />12. Litigation Reporting <br />Contractor, within ten (10) days after being served with a summons, complaint, or other pleading in a case <br />which involves Services provided or Contractor's performance under this contract, which has been filed in <br />any Federal or state court or administrative agency, shall deliver copies of such document to the State's <br />principal representative, or in absence of such designation, to the chief executive officer of the department, <br />agency, or institution executing this contract on behalf of the State. <br />13. Conflict of Interest. <br />13.1 During the term of this contract, Contractor shall not engage in any business or personal activities or <br />practices or maintain any relationships which conflict in any way with the full performance of <br />Contractor's obligations under this contract. <br />13.2 Additionally, Contractor acknowledges that in governmental contracting, even the appearance of a <br />conflict of interest is harmful to the interests of the State. Thus, Contractor shall refrain from any <br />practices, activities or relationships that could reasonably be considered to be in conflict with the full <br />performance of Contractor's obligations to the State in accordance with the terms and conditions of <br />this contract, without the prior written approval of the State. <br />13.3. In the event that Contractor is uncertain whether the appearance of a conflict of interest may <br />reasonably exist, Contractor shall submit to the State a full disclosure statement setting forth the <br />relevant details for the State's consideration and direction. Failure to promptly submit a disclosure <br />statement or to follow the State's direction in regard to the apparent conflict shall be grounds for <br />termination of the contract. <br />13.4. Contractor and subcontractors, permitted under the terms of this contract, shall maintain a written <br />code of standards governing the performance of their respective employees engaged in the award <br />and administration of contracts. No employee, officer or agent of Contractor or any permitted <br />subcontractor shall participate in the selection, or in the award or administration of a contract or <br />subcontract supported by Federal funds if a conflict of interest, real or apparent, would be involved. <br />Such a conflict would arise when: <br />(a) an employee, officer or agent; <br />(b) any member of the employee's immediate family; <br />(c) an employee's partner; or <br />(d) an organization, which employs, or is about to employ, any of the above, <br />has a financial or other interest in the firm selected for award. Contractor's or subcontractor's <br />officers, employees, or agents shall neither solicit nor accept gratuities, favors, or anything of <br />monetary value from Contractor, potential contractors, or parties to sub-agreements. <br />REPRESENTATIONS AND WARRANTIES <br />14. Warranties. During the term of this contract and for a period of six months following the State's final <br />acceptance under this contract, Contractor warrants as follows: <br />Page 5 of 14 <br />