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obligations of the contractor under this Agreement in accordance with its <br />terms <br />20.3 <br />20.4 <br />20.5 <br />20.6 <br />22. Disputes: <br />22.1 <br />This Agreement has been validly executed by an authorized <br />representative of the contractor and constitutes a valid and legally <br />binding and enforceable obligation of Contractor. <br />The contractor has or will obtain prior to the commencement date such <br />licenses, permits and other authorizations from federal, state and other <br />governmental authorities, as are necessary for the performance of its <br />obligations under this Agreement. <br />The contractor is not in violation of any appricabre raw, ordinance or <br />regulation the consequence of which willor rnay materially affect <br />contractor's ability to perform its obligations under this Agreement. The <br />contractor is not subject to any order or judgment of any court, tribunal orgovernmental agency which materially and adversely affects its <br />operations or assets in the state of washington, or its ability to perform <br />its obligations under this Agreement. <br />None of the representations or warranties in this Agreement, and none of <br />the documents, statements, certificates or schedulis furnished or to be <br />furnished by contractor pursuant hereto or in connection with the <br />performance of the obligations contemplated under this Agreement, <br />contains or will contain any untrue statement of a materiaffact or omits or <br />will omit to state a material fact necessary to make the statements of fact <br />contained therein not misleading. <br />General <br />Differences between the contractor and the county, arising under and by <br />virtue of the Agreement Documents shall be brought to the attention of th6 <br />County at the earliest possible time in orderthat suih matters may be setged <br />or other appropriate action promptly taken. Except for such objections as are <br />21. PatenUCopvright lnfrinqement: <br />Contractor will defend and indemnify the County from any claimed action, cause or <br />dernand brought against the Gounty; to the extent such actioir is based on the claim that <br />information supplied by the Contractor infringes any patent or copyright. The Contractor <br />will pay those costs_and damages attributable to any such claims'tiral are finally awarded <br />against the Coun$ in any action. Such defense and payments are conditioned upon the <br />following: <br />21.1 Contractor shall be notified promptly in writing by County of any notice of <br />such claim. <br />21.2 Contractor shall have the right, hereunder, at its option and expense, to <br />obtain for the County the right to continue using the information, in the event <br />such claim of infringement is made, provided no reduction in perfonnan@ or <br />loss results to the County. <br />Professional Services Agreement (rev. 09l24l201ll <br />Page I of 17