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in print or electronically, to any entity that is not a party to Contract, except potential or actual
<br /> authorized distributors, dealers, resellers, or service representative.
<br /> 4.29 Assignment
<br /> The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the
<br /> Contract, or under any purchase order issued pursuant to the Contract, without the prior written
<br /> consent of the Customer. In the event of any assignment, the Contractor remains secondarily liable
<br /> for performance of the contract, unless the Customer expressly waives such secondary liability. The
<br /> Customer may assign the Contract with prior written notice to Contractor of its intent to do so.
<br /> 4.30 Antitrust Assignment
<br /> The'Contractor and the State of Florida recognize that in actual economic practice, overcharges
<br /> resulting from antitrust violations are in fact usually borne by the State of Florida. Therefore, the
<br /> contractor hereby assigns to the State of Florida any and all claims for such overcharges as to goods,
<br /> materials or services purchased in connection with the Contract.
<br /> 4.31 Dispute Resolution
<br /> Any dispute concerning performance of the Contract shall be decided by the Customer's designated
<br /> contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The
<br /> decision shall be final and conclusive unless within twenty one (21) days from the date of receipt, the
<br /> Contractor files with the Customer a petition for administrative hearing. The Customer's decision on
<br /> the petition shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the
<br /> Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the
<br /> Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties
<br /> may employ the alternative dispute resolution procedures outlined in Chapter 120.
<br /> Without limiting the foregoing, the exclusive venue of any legal or equitable action that arises out of or
<br /> relates to the Contract shall be the appropriate state court in Leon County, Florida; in any such action,
<br /> Florida law shall apply and the parties waive any right to jury trial.
<br /> 4.32 Employees, Subcontractors, and Agents
<br /> All Contractor employees, subcontractors, or agents performing work under the Contract shall be
<br /> properly trained technicians who meet or exceed any specified training qualifications. Upon request,
<br /> Contractor shall furnish a copy of technical certification or other proof of qualification. All employees,
<br /> subcontractors, or agents performing work under the Contract must comply with all security and
<br /> administrative requirements of the Customer and shall comply with all controlling laws and regulations
<br /> relevant to the services they are providing under the Contract. The State may conduct, and the
<br /> Contractor shall cooperate in, a security background check or otherwise assess any employee,
<br /> subcontractor, or agent furnished by the Contractor. The State may refuse access to, or require
<br /> replacement of, any personnel for cause, including, but not limited to, technical or training
<br /> qualifications, quality of work, change in security status, or non-compliance with a Customer's
<br /> security or other requirements. Such approval shall not relieve the Contractor of its obligation to
<br /> perform all work in compliance with the Contract. The State may reject and bar from any facility for
<br /> cause any of the Contractor's employees, subcontractors, or agents.
<br /> 4.33 Security and Confidentiality
<br /> The Contractor shall comply fully with all security procedures of the United States, State of Florida
<br /> and Customer in performance of the Contract. The Contractor shall not divulge to third parties any
<br /> confidential information obtained by the Contractor or its agents, distributors, resellers,
<br /> subcontractors, officers or employees in the course of performing Contract work, including, but not
<br /> limited to, security procedures, business operations information, or commercial proprietary
<br /> information in the possession of the State or Customer. The Contractor shall not be required to keep
<br /> confidential information or material that is publicly available through no fault of the Contractor,
<br /> material that the Contractor developed independently without relying on the State's or Customer's
<br /> confidential information, or material that is otherwise obtainable under State law as a public record.
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