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. TERMINATiON FOR CAUSE <br />If for any cause, eilher party does nol fullill in a timely and proper manner its obligations under this Agreement, or if <br />either party violalcs any of these terms and conditions, the aggrieved pany will give the other pany written notice of <br />such failure or violation. The responsible party will be given the opportunity to correct the violation or failure within 15 <br />working days. If failure or violation is not corrected, this Agreement may be tennina1cd immediatdy by written notice <br />of the aggrieved pany to the other. <br />DISPUTES <br />In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following <br />manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appoinled shall <br />jointly appoint an additional member lo the Dispute Board. The Dispute Board shall review the facts, agreement temtS <br />and applicable statutes and rules and make a de1ennination of the dispute. The dctennination of the Dispute Board shall <br />be final and binding on the parties hereto, <br />GOVERNANCE <br />This Agreement is entered inlo pursuant to and under the authority granted by the laws of the Slate of Washington and <br />any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. <br />In the event of an inconsistency in the tenns of this Agreement, or between i1s 1crms and any applicable statute or rule, <br />the inconsistency shall be resolved by giving precedence in the following order: <br />a. Applicable stale and federal statutes and ruli:s; <br />b. Statement of work; and <br />c. Any other provisions of the Agreement, including materials incorporaled by reference. <br />ASSIGNMENT <br />The work to be provided under this Agreement, and any claim arising thereunder, is not assignabh: or delegable by <br />either party in whole or in part, without the express prior written consent of the other party, which consent shall not be <br />unreasonably withheld. <br />WAIVER <br />A failure by either party lo exercise its rights under this Agrcl!ment shall not preclude that party from subsequent <br />e;,i;ercise of such rights and shall not constitute a waiver of any othl!r righlS under this Agreement unless staled 10 be such <br />in a writing signed by an authorized representative of the party and attached to the original Agreemem. <br />SEVERABILITY <br />If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, <br />such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid <br />provision, if such remainder conforms to the requirements of applicabll! law and the fundamental purpose of d1is <br />agn:emenl, and lo 1his end the provisions of this Agreement are declared Lo be severable. <br />CONTRACT MANAGEMENT <br />The program manager for each of the parties shall be responsible for and shall be the contact person for aH <br />communications and billings regarding the performance of1his Agreement. <br />3