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which COMMERCE makes any determination under this clause shall be an issue and may be
<br />reviewed as provided in the "Disputes" clause of this Grant.
<br />14. ,COPYRIGHT PROVISIONS
<br />Unless otherwise provided, all Materials produced under this Grant shall be considered "works for
<br />hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
<br />be considered the author of such Materials . In the event the Materials are not considered "works for
<br />hire" under the U .S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest
<br />in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
<br />COMMERCE effective from the moment of creation of such Materials.
<br />"Materials " means all items in any format and includes, but is not limited to, data , reports , documents ,
<br />pamphlets, advertisements, books, magazines , surveys , studies, computer programs, films, tapes,
<br />and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the
<br />ability to transfer these rights.
<br />For Materials that are delivered under the Grant , but that incorporate pre-existing materials not
<br />produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty-free,
<br />irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
<br />distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and
<br />represents that the Grantee has all rights and permissions, including intellectual property rights, moral
<br />rights and rights of publicity, necessary to grant such a license to COMMERCE.
<br />The Grantee shall exert all reasonable effort to advise COMMERCE , at the time of delivery of
<br />Materials furnished under this Grant , of all known or potential invasions of privacy contained therein
<br />and of any portion of such document which was not produced in the performance of this Grant. The
<br />Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement
<br />received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall
<br />have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee.
<br />15. DISPUTES
<br />Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot
<br />be resolved by direct negotiation, either party may request a dispute hearing with the Director of
<br />COMMERCE, who may designate a neutral person to decide the dispute.
<br />The request for a dispute hearing must:
<br />• be in writing;
<br />• state the disputed issues;
<br />• state the relative positions of the parties;
<br />• state the Grantee's name, address, and Contract number; and
<br />• be mailed to the Director and the other party's (respondent's) Grant Representative within
<br />three (3) working days after the parties agree that they cannot resolve the dispute.
<br />The respondent shall send a written answer to the requestor's statement to both the Director or the
<br />Director's designee and the requestor within five (5) working days.
<br />The Director or designee shall review the written statements and reply in writing to both parties within
<br />ten (10) working days. The Director or designee may extend this period if necessary by notifying the
<br />parties.
<br />The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
<br />The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
<br />tribunal.
<br />Nothing in this Grant shall be construed to limit the parties' choice of a mutually acceptable alternate
<br />dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above.
<br />16. DUPLICATE PAYMENT
<br />COMMERCE shall not pay the Grantee, if the Grantee has charged or will charge the State of
<br />Washington or any other party under any other Grant, subgrant/subcontract, or agreement, for the
<br />same services or expenses.
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