lost or materially altered customer information, or if the University reasonably determines that vendor’s security program is inadequate. (e) Vendor shall defend, indemnify, and hold harmless University, its agents, officers, board members, and employees from and against any and all claims, damages, losses, and expenses, including reasonable attorney’s fees, for any claims arising out of or in any way relating to any allegations of security breaches, violations of the Safeguard Rule caused by vendor’s negligence, intentional acts or omissions, or any loss or material alteration of customer information. (f) Vendor shall reimburse the University for any damages, including but not limited to any costs required to reconstruct lost or altered information, resulting from any security breach, loss, or alteration of customer information.

  1. HIPAA: To the extent that this contract involves covered use or receipt of Protected Health Information, as defined under the Health Insurance Portability and Accountability Act (HIPAA), vendor agrees to fully comply with all applicable privacy requirements under HIPAA.
  2. ETHICAL STANDARDS: It shall be a breach of ethical standards for a person to be retained, or to retain a person, to solicit or secure a state contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for retention of bona fide employee or bona fide established commercial selling agencies maintained by the vendor for the purpose of securing business.
  3. CONFLICT OF INTEREST: Vendor recognizes that Kentucky State University Board of Regents Policy provides that the University shall not, without approval of the President, enter into a contract with a current or former state employee, state constitutional officer or board or commission member, or the immediate family member thereof, or any entity in which such a person holds an ownership interest of 10 percent or greater.
  4. GOVERNING LAW: The parties agree that this contract, including all amendments thereto, shall be construed and enforced in accordance with the laws of the Commonwealth of Kentucky, without regard to choice of law principles. Consistent with the foregoing, this contract shall be subject to the Uniform Commercial Code.
  5. DISPUTES: The vendor and the University agree that they will attempt to resolve any disputes in good faith. Subject to the provisions on sovereign immunity herein, the vendor and the University agree that the Commonwealth of Kentucky shall be the sole and exclusive venue for any litigation or proceeding that may arise out of or in connection with this contract. Under no circumstances does the University agree to binding arbitration of any disputes or to the payment of attorney fees, court costs or litigation expenses.
  6. SOVEREIGN IMMUNITY: Nothing in this contract shall be construed to waive the sovereign immunity of the University.
  7. WAIVER: No waiver of any term, provision or condition of this contract, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed to be a further or continuing waiver of any such term, provisions or condition of the contract.
  8. INDEPENDENT PARTIES: Vendor acknowledges that under this contract it is an independent vendor and is not operating in any fashion as the agent of the University. The relationship of the vendor and University is that of independent contractors, and nothing in this contract should be construed to create any agency, joint venture, or partnership relationship between the parties.
  9. INDEMNIFICATION BY VENDOR: Vendor shall defend, indemnify, and hold harmless University, its agents, officers, board members, and employees from and against any and all claims,