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GENERAL TERMS AND CONDITIONS
<br />INTERAGENCY AGREEMENT
<br />STATE FUNDS
<br />as may be required by law. The Contractor shall take all necessary steps to assure that
<br />Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or
<br />disclosure of Confidential Information or violation of any state or federal laws related thereto.
<br />Upon request, the Contractor shall provide COMMERCE with its policies and procedures on
<br />confidentiality. COMMERCE may require changes to such policies and procedures as they apply
<br />to this Contract whenever COMMERCE reasonably determines that changes are necessary to
<br />prevent unauthorized disclosures. The Contractor shall make the changes within the time period
<br />specified by COMMERCE. Upon request, the Contractor shall immediately return to
<br />COMMERCE any Confidential Information that COMMERCE reasonably determines has not
<br />been adequately protected by the Contractor against unauthorized disclosure.
<br />C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working
<br />days of any unauthorized use or disclosure of any confidential information, and shall take
<br />necessary steps to mitigate the harmful effects of such use or disclosure.
<br />10. CONFLICT OF INTEREST
<br />Notwithstanding any determination by the Executive Ethics Board or other tribunal, the COMMERCE
<br />may, in its sole discretion, by written notice to the CONTRACTOR terminate this contract if it is found
<br />after due notice and examination by COMMERCE that there is a violation of the Ethics in Public
<br />Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the
<br />CONTRACTOR in the procurement of, or performance under this contract.
<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 CONTRACTOR and their subcontractor(s) must
<br />identify any person employed in any capacity by the state of Washington that worked on the (YOUR
<br />PROGRAM NAME) including but not limited to formulating or drafting the legislation, participating in
<br />grant procurement planning and execution, awarding grants, and monitoring grants, during the 24
<br />month period preceding the start date of this Grant. Identify the individual by name, the agency
<br />previously or currently employed by, job title or position held, and separation date. If it is determined
<br />by COMMERCE that a conflict of interest exists, the CONTRACTOR may be disqualified from further
<br />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 CONTRACTOR as it could pursue in the event of a breach of the
<br />contract by the CONTRACTOR. The rights and remedies of COMMERCE provided for in this clause
<br />shall not be exclusive and are in addition to any other rights and remedies provided by law. The
<br />existence of facts upon which COMMERCE makes any determination under this clause shall be an
<br />issue and may be reviewed as provided in the "Disputes" clause of this contract.
<br />11. COPYRIGHT PROVISIONS
<br />Unless otherwise provided, all Materials produced under this Contract 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 Contractor 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 Contract, but that incorporate pre-existing materials not
<br />produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty -
<br />free, 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 Contractor warrants
<br />and represents that the Contractor 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 />Department of Commerce
<br />Contract #17-63210-002
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