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DocuSign Envelope ID: B458D7FB-FB93-4775-A3CB-AC48CB34C275
<br />all such records, files, or other information confidential and shall comply with all laws and regulations
<br />concerning the confidentiality of all such records, files, or information to the same extent as such laws and
<br />regulations apply to the State. Contractor shall protect the confidentiality of all information accessed, used,
<br />held, created or received in connection with this Contract and shall insure that any subcontractors or agents
<br />of Contractor protect the confidentiality of all information under this Contract. Contractor shall access, use
<br />and disclose confidential information only for the operation and administration of the Contract, and shall
<br />not directly or indirectly disclose confidential information after the term of the Contract. Contractor shall
<br />implement appropriate safeguards as are necessary to prevent accidental or unauthorized use or disclosure
<br />of confidential information and shall maintain a comprehensive written information privacy and security
<br />program that includes administrative, technical and physical safeguards for maintaining and transmitting
<br />electronic confidential information. Contractor shall promptly notify the State if Contractor breaches the
<br />confidentiality of any information covered by this Contract. Any breach of confidentiality by the
<br />Contractor, or third party agents of the Contractor, shall constitute good cause for the State to cancel this
<br />Contract, without liability to the State. Any State waiver of an alleged breach of confidentiality by the
<br />Contractor, or third party agents of the Contractor, does not constitute a waiver of any subsequent breach
<br />by the Contractor, or third party agents of the Contractor.
<br />The Contractor must identify to the State the information that it considers confidential or proprietary. This is a
<br />continuing obligation. Confidential or proprietary information for the purpose of this paragraph is information
<br />relating to Contractor's research, development, trade secrets, business affairs, internal operations and
<br />management procedures and those of its customers, clients or affiliates, but does not include information
<br />lawfully obtained by third parties, information which is in the public domain, or information which is or could
<br />have been acquired/developed independently by the State or a third party. Notwithstanding the foregoing, the
<br />State shall not be in violation of its obligations under this section should it disclose confidential information if
<br />such disclosure is, in the sole opinion of the State's legal counsel, required by applicable law and/or legal
<br />process (including, but not limited to, disclosures required pursuant to the Colorado (Open) Public Records Act,
<br />sections 24-72-201, et. seq, C.R.S., as now or hereafter amended). The State shall endeavor to provide notice to
<br />the Contractor, as promptly as practicable under the circumstances, of any demand, request, subpoena, court
<br />order or other action requiring such disclosure, in order to afford Contractor the opportunity to take such lawful
<br />action as it deems appropriate to oppose, prevent or limit the disclosure, solely at its own instance and expense;
<br />but nothing herein shall be construed to require the State to refuse or delay compliance with any such law, order
<br />or demand.
<br />11. Records Maintenance, Performance Monitoring & Audits. The Contractor shall maintain a complete file of
<br />all records, documents, communications, and other materials that pertain to the operation of the
<br />program/project or the delivery of services under this contract. Such files shall be sufficient to properly
<br />reflect all direct and indirect costs of labor, materials, equipment, supplies and services, and other costs of
<br />whatever nature for which a contract payment was made. These records shall be maintained according to
<br />generally accepted accounting principles and shall be easily separable from other Contractor records.
<br />The Contractor shall protect the confidentiality of all records and other materials containing personally
<br />identifying information that are maintained in accordance with this contract. Except as provided by law, no
<br />information in possession of the Contractor about any individual constituent shall be disclosed in a form
<br />including identifying information without the prior written consent of the person in interest, a minor's
<br />parent, guardian, or the State. The Contractor shall have written policies governing access to, duplication
<br />and dissemination of, all such information and advise its agents, if any, that they are subject to these
<br />confidentiality requirements. The Contractor shall provide its agents, if any, with a copy or written
<br />explanation of these confidentiality requirements before access to confidential data is permitted.
<br />The Contractor authorizes the State, the federal government or their designee, to perform audits and/or
<br />inspections of its records, at any reasonable time during the term of this contract and for a period of six (6)
<br />years following the termination of this contract, to assure compliance with the state or federal government's
<br />terms and/or to evaluate the Contractor's performance. Any amounts the State paid improperly shall be
<br />immediately returned to the State or may be recovered in accordance with other remedies.
<br />All such records, documents, communications, and other materials shall be the property of the State unless
<br />otherwise specified herein and shall be maintained by the Contractor in a central location as custodian for
<br />the State on behalf of the State, for a period of six (6) years from the date of final payment or submission of
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<br />Vcr 24.03.20
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