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DocuSign Envelope ID:3ABDCDAE-4B84-4B22-A37C-A4D48BC759BA
<br /> PO#:461001885
<br /> Routing#:22-HA4-ZG-00115
<br /> D. Incident Notice and Remediation
<br /> If Contractor becomes aware of any Incident, it shall notify the State immediately and cooperate with the
<br /> State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the
<br /> State. Unless Contractor can establish that none of Contractor or any of its agents, employees, assigns or
<br /> Subcontractors are the cause or source of the Incident,Contractor shall be responsible for the cost of notifying
<br /> each person who may have been impacted by the Incident. After an Incident,Contractor shall take steps to
<br /> reduce the risk of incurring a similar type of Incident in the future as directed by the State,which may include,
<br /> but is not limited to, developing and implementing a remediation plan that is approved by the State at no
<br /> additional cost to the State. The State may, in its sole discretion and at Contractor's sole expense, require
<br /> Contractor to engage the services of an independent, qualified, State-approved third party to conduct a
<br /> security audit. Contractor shall provide the State with the results of such audit and evidence of Contractor's
<br /> planned remediation in response to any negative findings.
<br /> E. Data Protection and Handling
<br /> Contractor shall ensure that all State Records and Work Product in the possession of Contractor or any
<br /> Subcontractors are protected and handled in accordance with the requirements of this Contract,including the
<br /> requirements of any Exhibits hereto,at all times.
<br /> F. Safeguarding PII
<br /> If Contractor or any of its Subcontractors will or may receive PII under this Contract,Contractor shall provide
<br /> for the security of such PII,in a manner and form acceptable to the State,including,without limitation,State
<br /> non-disclosure requirements, use of appropriate technology, security practices, computer access security,
<br /> data access security, data storage encryption, data transmission encryption, security inspections, and audits.
<br /> Contractor shall be a "Third-Party Service Provider" as defined in §24-73-103(1)(i), C.R.S. and shall
<br /> maintain security procedures and practices consistent with §§24-73-101 et seq.,C.R.S.
<br /> 11. CONFLICTS OF INTEREST
<br /> A. Actual Conflicts of Interest
<br /> Contractor shall not engage in any business or activities or maintain any relationships that conflict in any
<br /> way with the full performance of the obligations of Contractor under this Contract.Such a conflict of interest
<br /> would arise when a Contractor or Subcontractor's employee, officer or agent were to offer or provide any
<br /> tangible personal benefit to an employee of the State, or any member of his or her immediate family or his
<br /> or her partner,related to the award of,entry into or management or oversight of this Contract.
<br /> B. Apparent Conflicts of Interest
<br /> Contractor acknowledges that,with respect to this Contract,even the appearance of a conflict of interest shall
<br /> be harmful to the State's interests. Absent the State's prior written approval, Contractor shall refrain from
<br /> any practices,activities or relationships that reasonably appear to be in conflict with the full performance of
<br /> Contractor's obligations under this Contract.
<br /> C. Disclosure to the State
<br /> If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a conflict or the
<br /> appearance of a conflict has arisen, Contractor shall submit to the State a disclosure statement setting forth
<br /> the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to
<br /> follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this Contract.
<br /> 12. INSURANCE
<br /> A. Contractor shall obtain and maintain,and ensure that each Subcontractor shall obtain and maintain,insurance
<br /> as specified in this section and the Standard Specifications 107.15 at all times during the term of this Contract.
<br /> All insurance policies required by this Contract shall be issued by insurance companies with an AM Best
<br /> rating of A-VIII or better.
<br /> The Contractor shall obtain, and maintain at all times during the term of this Contract, insurance in the
<br /> following kinds and amounts:
<br /> 1. Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance
<br /> covering all of Contractor's employees acting within the course and scope of their employment.
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