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Docusign Envelope ID: 37AFD31B-ADDC-4B02-934C-64CD7A6863B1
<br />29. REMEDIES: Disputes under the Contract shall be subject to Section 8.2 (Disputes) of the Amazon Business Accounts Terms
<br />and Conditions, subject to the limitations of Section 8.3 (Public Sector Entity).
<br />30. FORCE MAJEURE: Neither an Eligible User nor Contractor will be held responsible for delay or default caused by fire, riot,
<br />act of God, and/or war which is beyond that party's reasonable control. An Eligible User may terminate a purchase order
<br />resulting from this Contract after determining such delay will prevent Contractor's successful performance of this Contract.
<br />31. CONFIDENTIALITY: If Confidential Information is disclosed by either Party (Disclosing Party), the Receiving Party shall: (i)
<br />advise its agents, officers, employees, partners, and Subcontractors of the obligations set forth in this Contract; (ii) keep all
<br />Confidential Information strictly confidential; and (iii) not disclose any Confidential Information received by it to any third
<br />parties. Receiving Party will promptly notify an Disclosing Party of any potential or actual misuse or misappropriation of
<br />Confidential Information.
<br />Receiving Party shall be responsible for any breach of this duty of confidentiality, including any required remedies and/or
<br />notifications under applicable law. Receiving Party shall indemnify, hold harmless, and defend the Disclosing Party, including
<br />anyone for whom the Disclosing Party is liable, from claims related to a breach of this duty of confidentiality, including any
<br />notification requirements, by Receiving Party or anyone for whom the Receiving Party is liable.
<br />Upon termination or expiration of this Contract, and receipt of a request from the Disclosing Party to do so, Receiving Party
<br />will return all copies of Confidential Information to the Disclosing Party or certify, in writing, that the Confidential Information
<br />has been destroyed. This duty of confidentiality shall be ongoing and survive the termination or expiration of this Contract.
<br />32. LARGE VOLUME DISCOUNT PRICING: Eligible Users may seek to obtain additional volume discount pricing for large
<br />orders provided Contractor is willing to offer additional discounts for large volume orders. No amendment to this Contract is
<br />necessary for Contractor to offer discount pricing to an Eligible User for large volume purchases.
<br />33. ELIGIBLE USER PARTICIPATION: Participation under this Contract by Eligible Users is voluntarily determined by each
<br />Eligible User. Contractor agrees to supply each Eligible User with Procurement Items based upon the same terms, conditions,
<br />and prices of this Contract.
<br />34. INDIVIDUAL CUSTOMERS: Each Eligible User that purchases Procurement Items from this Contract will be treated as
<br />individual customers. Each Eligible User will be responsible to follow the terms and conditions of this Contract. Contractor
<br />agrees that each Eligible Userwill be responsible for their own charges, fees, and liabilities. Contractor shall apply the charges
<br />to each Eligible User individually. The Division is not responsible for any unpaid invoice.
<br />35. RESERVED.
<br />36. ORDERING: Orders will be placed by the using Eligible User directly with Contractor. All orders will be shipped promptly in
<br />accordance with the terms of this Contract.
<br />37. END USER AGREEMENTS Use of Amazon Business is governed by the Amazon Business Accounts Terms and Conditions.
<br />An Eligible User will need to have an active Amazon Business account to utilize Amazon Business.
<br />38. PUBLICITY: Contractor shall submit to the Division for written approval all advertising and publicity matters relating to this
<br />Contract. It is within the Division's sole discretion whether to provide approval, which approval must be in writing.
<br />39. Deleted - WORK ON STATE OF UTAH OR ELIGIBLE USER PREMISES
<br />40. CONTRACT INFORMATION: During the duration of this Contract the State of Utah Division of Purchasing is required to
<br />make available contact information of Contractor to the State of Utah Department of Workforce Services. The State of Utah
<br />Department of Workforce Services may contact Contractor during the duration of this Contract to inquire about Contractor's
<br />job vacancies within the State of Utah.
<br />41. WAIVER: A waiver of any right, power, or privilege shall not be construed as a waiver of any subsequent right, power, or
<br />privilege.
<br />42. SUSPENSION OF WORK: Should circumstances arise which would cause an Eligible User to suspend Contractor's
<br />responsibilities under this Contract, but not terminate this Contract, this will be done by formal written notice pursuant to the
<br />terms of this Contract. Contractor's responsibilities may be reinstated upon advance formal written notice from the Eligible
<br />User.
<br />43. PROCUREMENT ETHICS: Contractor understands that a person who is interested in any way in the sale of any supplies,
<br />services, construction, or insurance to the State of Utah is violating the law if the person gives or offers to give any
<br />compensation, gratuity, contribution, loan, reward, or any promise thereof to any person acting as a procurement officer on
<br />behalf of the State of Utah, or to any person in any official capacity who participates in the procurement of such supplies,
<br />services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or
<br />organization.
<br />44. CHANGES IN SCOPE: Any changes in the scope of the services to be performed under this Contract shall be in the form of
<br />a written amendment to this Contract, mutually agreed to and signed by both parties, specifying any such changes, fee
<br />adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of
<br />services.
<br />45. Deleted - ATTORNEY'S FEES
<br />46. TRAVEL COSTS: If travel expenses are permitted by the Solicitation All travel costs associated with the delivery of Services
<br />under this Contract will be paid according to the rules and per diem rates found in the Utah Administrative Code R25-7.
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