Item 13 - Purchase Order Support Services and Storage

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Page 23 of 48 antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. Governing Law and Venue. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party. Confidentiality, Non-Disclosure, and Injunctive Relief. Confidentiality. Each party acknowledges that it and its employees or agents may, during the term of this Master Agreement, be exposed to or acquire information that is confidential to the other party, including a Purchasing Entity or Purchasing Entity’s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential by one party (the “originating party”) and is obtained by the other party or its employees or agents (the “receiving party”) in the performance of this Master Agreement, including, but not limited to (1) any Purchasing Entity’s records, (2) personnel records, (3) information concerning individuals, (4) technology, research and development information, Products and Software, and (5) trade secrets and other information which are competitive in nature as confidential information is confidential information of the originating party (“Confidential Information”). Any reports or other documents or items (including software) that result from the use of the Confidential Information by the receiving party shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by the receiving party) publicly known; (2) is furnished by the originating party to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the receiving party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than the originating party without the obligation of confidentiality, (5) is disclosed with the DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C