SH19-002 Professional Service Agreement - Dr. Rowe

Home Browse Search

n, Tn e Cor ;tractor has the a utho r i t j to t; is A g re e nne n t, tc make the reortetisentatons and warranties set forth in it and to perform the obligations of the Contractor ursder this Agreement in accordance with Its term. 20,3 This Agreement has been validly executed by an authod2sd representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor, 20.4 The Contractor has or will obtain prior to the commer arnent da:e such licenses, pen - nits and other authodzator s from fpdQ I 5tate and other governmental authontes, as arc Necessary for the performance of its obiigations under this Agreement. 20.5 The Contractor is riot in violation of any applicable law, ordinance or regulation tie corsequence of which will or may matedally affect ontractcr's ability to Perform its obligation Z under till Agra-,.ment- The Contractor is not subject to any order or judgment of any coin tribunal or gover mer tal agency Which materially and ladversely affects its OPeratons or assets in the State of Washington, or its abilittj to perm its obligations under this Agreement' 0.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schodulo� furnished or to be fumished by Contractor pursuant hereto or in connecton with the performance of the obligations contemplated under this Agreement, Contains or W-11 contain any untrue statement of a material fact or omits or will omit to state a material fact neves,5ary to make the statements of fact coNtained thein not misleading, 1. Patont/Co v�,ht Iriftin ement. Contractor will defend and indemnify the Court from any claimed actioN, cause or deM2nd brought against the Count, to the extent such action is based on the claim that irdormation supplied by the Contractor infnn es an stent or copyright. Contractor � Y � �� t. The WE pay those costs and damages attribLIable to any such cairns that are finally awarded,, aga.in$t the CourV in amj action. Such defense and payments are conditioned upon the follows ng: 21.1 Contractor shall be notified promptly in wftng by County of any notice of sLIch clairn- 21.2 Contractor -shall have the right, hereunder, at its option and expense, to obtain for the Countj the right to continue using the informabon, in the event such claim of infringement is rade, provided no reduction in performance or lass re s uts to the County. 22. Disputes: 22.1 General Differences between the Contractor and the County, arising under and by virtue of the Agroemer� Documents shall be brought to the attention of the Professioral erg cis AgrPemert (rear, 0112812019) Page3of16