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obligationsof the Contractor under this Agreementin accordance with its <br />terms. <br />20.3 This Agreementhas been validly executed by an authorized <br />representativeof the Contractor and constitutesa valid and legally <br />binding and enforceable obligation of Contractor. <br />20.4 The Contractor has or will obtain prior to the commencementdate such <br />licenses,permits and other authorizationsfrom federal,state and other <br />governmentalauthorities,as are necessary for the performance of its <br />obligationsunder this Agreement. <br />20.5 The Contractor is not in violation of any applicablelaw,ordinance or <br />regulation the consequence of which will or may materially affect <br />Contractor's ability to perform its obligationsunder this Agreement.The <br />Contractor is not subject to any order or judgmentof any court,tribunal or <br />governmentalagency which materially and adversely affects its <br />operations or assets in the State of Washington,or its ability to perform <br />its obligationsunder this Agreement. <br />20.6 None of the representationsor warrantiesin this Agreement,and none of <br />the documents,statements,certificates or schedules furnished or to be <br />furnished by Contractor pursuant hereto or in connection with the <br />performance of the obligationscontemplatedunder this Agreement, <br />contains or will contain any untrue statementof a material fact or omits or <br />will omit to state a material fact necessary to make the statementsof fact <br />contained therein not misleading. <br />21.Patent/Copyright infringement: <br />Contractor will defend and indemnify the County from any claimed action,cause or <br />demand brought against the County;to the extent such action is based on the claim that <br />information supplied by the Contractor infringes any patent or copyright.The Contractor <br />will pay those costs and damages attributable to any such claims that are finally awarded <br />against the County in any action.Such defense and payments are conditioned upon the <br />following: <br />21.1 Contractor shall be notified promptly in writing by County of any notice of <br />such claim. <br />21.2 Contractor shall have the right,hereunder,at its option and expense,to <br />obtain for the County the right to continue using the information,in the event <br />such claim of infringement is made,provided no reduction in performance or <br />loss results to the County. <br />22.Disputes: <br />22.1 General <br />Differences between the Contractor and the County,arising under and by <br />virtue of the Agreement Documents shall be brought to the attention of the <br />County at the earliest possible time in order that such matters may be settled <br />or other appropriate action promptly taken.Except for such objections as are <br />Professional Services Agreement <br />Page 8