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This document includes salient or non-standard provisions extracted from NASPO/ValuePoint Model <br />Contract for Cloud Services. <br />February 17, 2016. <br />c. The Contractor must maintain the confidentiality and security of a Purchasing Entity's <br />Data during the transition services and thereafter as required by the Purchasing Entity. <br />35. Debarment : The Contractor certifies, to the best of its knowledge, that neither it nor <br />its principals are presently debarred, suspended, proposed for debarment, declared <br />ineligible, or voluntarily excluded from participation in this transaction (contract) by any <br />governmental department or agency. This certification represents a recurring <br />certification made at the time any Order is placed under this Master Agreement. If the <br />Contractor cannot certify this statement, attach a written explanation for review by the <br />Lead State. <br />37. Governing Law and Venue <br />a. The procurement, evaluation, and award of the Master Agreement shall be governed <br />by and construed in accordance with the laws of the Lead State sponsoring and <br />administering the procurement. The construction and effect of the Master Agreement <br />after award shall be governed by the law of the state serving as Lead State (in most <br />cases also the Lead State). The construction and effect of any Participating Addendum <br />or Order against the Master Agreement shall be governed by and construed in <br />accordance with the laws of the Participating Entity's or Purchasing Entity's State. <br />b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or <br />action relating to the procurement, evaluation, and award is in the Lead State. Venue <br />for any claim, dispute or action concerning the terms of the Master Agreement shall be <br />in the state serving as Lead State. Venue for any claim, dispute, or action concerning <br />any Order placed against the Master Agreement or the effect of a Participating <br />Addendum shall be in the Purchasing Entity's State. <br />c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely <br />and exclusively within the United States District Court for (in decreasing order of <br />priority): the Lead State for claims relating to the procurement, evaluation, award, or <br />contract performance or administration if the Lead State is a party; the Participating <br />State if a named party; the Participating Entity state if a named party; or the Purchasing <br />Entity state if a named party. <br />d. This section is also not a waiver by the Participating State of any form of immunity, <br />including but not limited to sovereign immunity and immunity based on the Eleventh <br />Amendment to the Constitution of the United States. <br />40. Contract Provisions for Orders Utilizing Federal Funds: Pursuant to Appendix II <br />to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non -Federal <br />Entity Contracts Under Federal Awards, Orders funded with federal funds may have <br />