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GENERAL TERMS AND CONDITIONS
<br />GENERAL GRANT
<br />STATE FUNDS
<br />Specific restrictions apply to contracting with current or former state employees pursuant to chapter
<br />42.52 of the Revised Code of Washington. The GRANTEE and their subcontractor(s) must identify
<br />any person employed in any capacity by the state of Washington that worked on this Grant, or any
<br />matter related to the project funded under this Grant or any other state funded project, including but
<br />not limited to formulating or drafting legislation, participating in grant procurement, planning and
<br />execution, awarding grants, or monitoring grants, during the 24 month period preceding the start date
<br />of this Grant. Any person identified by the GRANTEE and their subcontractors(s) must be identified
<br />individuallyby name, the agency previously or currently employed by, job title or position held, and
<br />separation date. If it is determined by COMMERCE that a conflict of interest exists, the GRANTEE
<br />may be disqualified from further consideration for the award of a Grant.
<br />In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue
<br />the same remedies against the GRANTEE as it could pursue in the event of a breach of the contract
<br />by the GRANTEE, The rights and remedies of COMMERCE provided for in this clause shall not be
<br />exclusive and are in addition to any other rights and remedies provided by law. The existence of
<br />facts upon which COMMFROF makes any determination Linder this clause shall be an issue and may
<br />be reviewed as provided in the "Disputes" clause of this contract.
<br />12. COPYRIGHT PROVISIONS
<br />Unless otherwise provided, all Materials produced under this Grant shall be considered "works for
<br />hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
<br />be considered the author of such Materials. In the event the Materials are not considered "works for
<br />hire" under the U.S. Copyright laws, the GRANTEE hereby irrevocably assigns all right, title, and
<br />interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
<br />COMMERCE effective from the moment of creation of such Materials.
<br />"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
<br />pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
<br />and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the
<br />ability to transfer these rights.
<br />For Materials that are delivered under the Grant, but that incorporate pre-existing materials not
<br />produced under the Grant, the GRANTEE hereby grants to COMMERCE a nonexclusive, royalty -free,
<br />irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
<br />distribute, prepare derivative works, publicly perform, and publicly display. The GRANTEE warrants
<br />and represents that the GRANTEE has all rights and permissions, including intellectual property
<br />rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
<br />The GRANTEE shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
<br />Materials furnished under this Grant, of all known or potential invasions of privacy contained therein
<br />and of any portion of such document which was not produced in the performance of this Grant. The
<br />GRANTEE shall provide COMMERCE with prompt written notice of each notice or claim of
<br />infringement received by the GRANTEE with respect to any Materials delivered under this Grant.
<br />COMMERCE shall have the right to modify or remove any restrictive markings placed upon the
<br />Materials by the GRANTEE.
<br />13. DISPUTES
<br />Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot
<br />be resolved by direct negotiation, either party may request a dispute hearing with the Director of
<br />COMMERCE, who may designate a neutral person to decide the dispute.
<br />The request for a dispute hearing must:
<br />• be in writing;
<br />• state the disputed issues;
<br />• state the relative positions of the parties;
<br />• state the GRANTEE's name, address, and Contract number; and
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