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TERMINATION FOR CAUSE <br />If for any cause, either party docs not fulfill in a timely and proper manner its obligations under this Agreement, or if <br />either party violates any of these tenns and conditions, the aggrieved party will give the other party written notice of <br />such failure or violation. The responsible party will be given the opportunity to con-ect the violation or failure within 15 <br />working days. If failure or violation is not corrected, this Agreement may be terminated immediately by written notice <br />of the aggrieved party lo the other. <br />DISPUTES <br />In the event that a dispute arises under this Agreement, it shall be detennined by a Dispule Board in the following <br />manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall <br />jointly appoint an additional member to the Dispule Boord. The Dispute Board shall review the facts, agreement terms <br />and applicable statutes and rules and make a c.letennination of the dispute. The detennination of the Dispute Board shall <br />be final and binding on the parties hereto. <br />GOVERNANCE <br />This Agreement is entered into pursuant to and under the authority granted by the laws of the State 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 terms of this Agreement, or between its terms and any applicable stntule or rule, <br />the inconsistency shall be resolved by giving precedence in the following order: <br />a. Applicable state and federal statutes and rules; <br />b. Statement of work; and <br />c. Any other provisions of the Agreement, including materials incorporated by reference. <br />ASSIGNMENT <br />The work to be provided under this Agreement, and any claim arising thereunder, is not assignable 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 to exercise its rights under this Agreement shall not preclude that party from subsequent <br />exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such <br />in a writing signed by an authorized representative of the party and attached to the original Agreement. <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 rcmaind..:r confonns to the requirements of applicuble law and the fundamental purpose of this <br />agreement, and to tl1is end the provisions of this Agreement are declared to be sever:ible. <br />CONTRACT MANAGEMENT <br />The program manager for each of the parties shall be responsible for and shall be the contact person for all <br />communications and billings regarding the performance of this Agreement. <br />3