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s. “Services” mean s the furnish ing of labor, time, or effort by C ontractor as se t forth in this Contract , including but not limi ted to installation, configuration, implementation, technical support, warranty maintenance, and other support services. For the avoidance of doubt, the products and services provided by Contractor under this Contract shall be deemed “Services” and not “Goods” or “Custom Deliverables.” t. “Solic itati on” means th e documen ts used by the Div ision to sol icit Co ntrac tor’s Pro posal fo r the Goods, Cus tom Deliv erable s, or Services identified in this Contract. u. “Public Data” means all Confidential Information, N on-Public D ata, Perso nal Data, and Protect ed Health Information that is created or in any way originating with the State of Utah or an Eligible User whether such data or output is stored on the State of Utah’s or an Eligible User’s hardware, Contractor’s hardware, or exists in any system owned, maintained or otherwise controlled by the State of Utah, an Eligible User, or by Contractor. Public Data includes any federal data, that the State of Utah or an Eligible User controls or maintains, that is protected under federal laws, statutes, and regulations. v. “State of U tah” means the Stat e of Utah, in its ent irety, inclu ding its i nstitutions, agencies, depart ments, div isions, aut horities, instrumentalities, boards, commissio ns, elected or appointed officers, employees, agents, and authorized volunteers. w. “Subcontractors” m eans subcontract ors or subcons ultants, at any tier, that are under the dir ect or indirect control or respon sibility of Contractor, and includes all independent contractors, agents, employees, or anyone else for whom the Contractor may be liable, at any tier, including a person or entity that is, or will be, providing or performing an essential aspect of this Contract, including Contractor’s manufacturers, distributors, and suppliers. x. “Work P roduct” means every invention, modification, discovery, design, development, customizat ion, co nfiguration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discov ered, or reduced to practice by Contractor or Contractor’s Subcontractors (either alone or with others) pursuant to this Contract. Work Product shall be considered a work made for hire under federal, state, and local laws; and all interest and title shall be transferred to and owned by the ordering Eligible User. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any Eligible User intellectual property, Contractor’s intellectual property (that it owned or licensed prior to this Contract) or Third Party intellectual property.

2. CON TRAC T JURI SDI CTI ON, C HOI CE O F LAW, AND V ENU E:

This Contract shall be governed by the laws, rules, and regulations of the State of Utah. Any action or proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah. Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County.

3. LAW S AN D RE GU LAT IO NS :

At all times during this Contract, Contractor and all the Goods delivered u nder this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements.

4. NO WAIV ER OF SOV ERE IGN IMM UNI TY:

In no event shall this Contract be considered a waiver by the Division, an Eligible User, or the State of Utah of any form of defense or immunity, whether sovereign immunity, gover nmental immunity, or any other immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

5. RE CO RD S ADM IN IS TRA TI ON :

Contractor shall maintain or supervise the maintenance of all records necessary to properly account for Contractor’s performance and the payments made by Eligible Users to Contractor under this Contract. These records shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six (6) years have been completed, whichever is later. Contractor agrees to allow, at no additional cost, State of Utah auditors, federal auditors, Eligible Users or any firm identified by the Division, access to all such records.

Contractor must refund to the Division any overcharges brought to Contractor’s attention by the Division or the Division’s auditor and Contractor is not permitted to offset identified overcharges by alleged undercharges to Eligible Users.

6. CERT IFY REGI STRATI ON AND USE OF E MPLOYME NT " STATUS VERI FICATI ON S YSTE M” :

This Status Verification System, also referred to as “E-verify”, requirement only applies to contracts issued through a Request for Proposal process and to sole sources that are included within a Request for Proposal. (1) Contractor certifies as to its ow n entity, under penalty of perjury, that C ontractor has register ed and is participating in t he Status Verification System to verify the work eligibility status of Contractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws including Section 63G-12-302, Utah Code, as amended. (2) Contractor shall req uire that the fol lowing provision be placed in each su bcontract at ev ery tier: “The s ubcontractor shall certify to the main (prime or general) contractor by affidavit that the subcontractor has verified through the Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with applicable immigration laws including Section 63G-12-302, Utah Code , as amended, and to comply with all applicable employee status verificat ion laws. Such affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work.” (3) Contractor’s failure t o comply with this se ction will be considered a mat erial breach of this Contract . (4) Contractor shall protect, indemnify, and hold harmless t he Division, the Eligible Us ers, and the Stat e of Utah, and a nyone that the State of Utah may be liable for, against any claim, damages, or liability arising out of or resulting from violations of the above Status Verification System Section whether violated by employees, agents, or contractors of the following: (a) Contractor; (b) Subcontractor at any tier; and/or (c) any entity or person for whom the Contractor or Subcontractor may be liable.