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20.3 20.4 20.5 20.6 obligations of the Contractor under this Agreement in accordance with its terms. This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. The Contractor is not in violation of any applicable law, ordinance or regulat¡on the consequence of which willor may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its óperations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. None ú tne representations or warrant¡es in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, conta¡ns or will contain any untrue statement of a materialfact or omits or will omit to state a materialfact necessary to make the statements of fact conta¡ned therein not misleading. 21. PatenUCopvriqht lnfrinqement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County; to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded againsi the County in any action. Such defense and payments are conditioned upon the following:il.l Contractor shall be notified promptly in writing by County of any notice of such claim Z1.Z Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the CountY. 22. Disputes: 22.1 General Omerences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are Professional Sewices Agreement (ev. 09/241201 8) Page I of 17