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GENERAL TERMS AND CONDITIONS
<br />INTERAGENCY AGREEMENT
<br />FEDERAL FUNDS
<br />COMMERCE may require changes tosuch pdicies and procedures as they apply to tlris Contract
<br />whenever COMi{IERCE reaselably determines that changes are neoessary to prevent
<br />unauthorized disclosures, Tlre Contractor shall make the changes within the time periiiod specified
<br />!y COMMERCE- Upon requed. the Cmtractor shall immediately return to COMMERdE any
<br />Cqtfidentiial lnformatiicrt that COMMERCE reasonably determines has not been adequately
<br />prd ected by the Contractor a ga i nst unauthori zed dis closure,
<br />C' Unauthoi;zed Use or Disclosure. The Contractor shall ndify COMMERCE within five (5) working
<br />dap of anyunauthorized use ordisclcure of any confidential infonnatior, and strall take necessary
<br />steps b mllfuate the harmful eflects o f such use o rdisclosure.
<br />e g.oPYglctt-r
<br />Unless otherwise provided, all lvlaterials produced under this Contract shall be considered '\ryodrs for
<br />hire" as defined by lhe U.S. Copyriight Ac{ and shall be oured by COMMERCE. COMMERCE shalt b e
<br />consideredth e aulhor of such Malerials, ln the event the Materials are nd. considered 'works for hire'
<br />under the U,S. Copyright laws. the Contractor hereby irrevocably assigns all right, trtle, and interest in
<br />all Materials. including all intellectualpropertyrights, moralrighb, and rilhtsof puUlicitytoCOMMERCE
<br />effective Jr om the momenl of crealiiqr of such Materials.
<br />"Materials" means all items in any brmat and includes, but is nd. limited to, 6ta, reports, documents,
<br />pamphlets, advedisements, books. magazines, surveys, studies, conpuler programs, films, tapes,
<br />and/ol sound reproductions, "Orvnership' includes the right to cgydght, patmt, register and the a6ility
<br />to transferthese rights,
<br />For Materials that are delivered under the Contract, but that incorporate pre-existing materials nd.
<br />produced under the Contract, lhe Contraclcr hereby grants to COMMERCE a norexclusive, royalty-
<br />free, irrevocable license (w{th rights to sublicense to olhers) in such Materiials to translate, reproiuci.
<br />didribute, prepare deriivative works, publicly perforrn. and publicly display. The Contractorwarants and
<br />rePresents that lhe Conlractorhas all rights and permissions, including intellectual property rights,
<br />moral righb and rights of publicity, necessary to grant such a license to COMMERCE.
<br />The Contractor shall exerl all reasonable effbrl to advise COMMERCE. at the trne of delivery of
<br />Materials furnishedunderthis Contrad, of allknown or potential invasions of privacy containedlheiein
<br />and of any portiot of such document whidr was not produced in the performane of thisContract. The
<br />Contractor shall provide COMMERCE with prompt written rptie of each not:ce q claim of infringement
<br />received by the Contractor with resped to any Materials delivered under this Contract, COM lvlERCE
<br />shall have the right to modify or remove any re$ridive markings placed upon the Materials by the
<br />Contractq'.
<br />7. DJq*U_LES
<br />ln the evenl that a dispute arises under lhis Agreemen( it shatl be determined by a Dispute Board in
<br />the fdlo,viiitg manner: Each party tolhis Agreement shall appoint one member to the Dispute Eoard,
<br />The members so appointed slnll jointly appoint an additional member to the Dspute Board. The
<br />Dipute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
<br />determinalicrt of lhe dispute. The Diryute Board shall thereafter decide the dispute with the majaity
<br />prevailing. The determinatiiqt of the Dspute Board shall be linal and binding or the parlies hereto. Ai
<br />an altemative to this process, either of the parties may reeuest interventicrr by lhe Govemor, as
<br />provided by RCW 43.17.330. in wfiich event the Governq;'s processwill control,
<br />E, GOVERNIfIELAWANDVENUE
<br />This Conlractshalt be construed and interpeted in accordance with thelaws olthe state of Washington,
<br />lnd qrlY applicablefederal laws, and t'l'e venue of any aclion brorg.hthereundershallbe in the Supirior
<br />Coul t for Thur:ton Ce.,.rLy.
<br />State ofwashhglon
<br />DeParlmentd Comnerce
<br />Version 072019
<br />Pa9e6
<br />Irteragency Agreemenl
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