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c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self -audit contract obligations. Contractor agrees to keep and maintain full, true, and complete billing records, books, and documents as are necessary to fully disclose to the Lead State or the United States Government, or their authorized representatives, upon audits or reviews, sufficient information to determine compliance with this Agreement and all state and federal regulations and statutes. d. Participating Entities' Rights. Contractor will provide each Participating Entity with reasonable access to Contractor's billing records, invoices, and price plan details related to the corresponding Participating Entity's payment and participation in the Master Agreement. 23. Confidentiality, Non -Disclosure, and Injunctive Relief a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential. Any and all information of any form that is marked as confidential, or information which the Contractor believes to be Customer Proprietary Network Information (CPNI) pursuant to federal law (specifically, 47 USC 222(h)), , or Personally Identifiable Information (PII) obtained by Contractor or its employees or agents in the performance of this Master Agreement is confidential information of Purchasing Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor 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 Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor'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 Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. b. Non -Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor will use commercially reasonable efforts to promptly notify the Purchasing Entity, applicable Participating Entity, and the Lead State and assist in investigating and assessing the extent and nature of the unauthorized disclosure. Notification is made based on statutory or contractual requirements. Contractor shall, at its expense to'the extent caused by Contractor or their agent, cooperate with Purchasing Entity Veriz2S CHI 6I A