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or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 21.7 None of the representations or warranties in this Agreement, and none of the documents statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or rn con nection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a materialfact necessary to make the statements of fact contained therein not misleading, 22. PatenUCoBvricht lnfrinqement: Contractor will defend and indemnify the County from any claimed action, cause or dernand brought against the County; to the extent such astion is based on the claim that information supplied by the Contractor infringes any patent or mpyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following:22.1 Contractor shall be notified promptly in writing by County of any notice of such claim. 22.2 Contractor shall have the right, hereunder, at its opton and expense, to obtain for the County the right to continue using the information, in the event sucfr claim of infringement is made, provided no reductbn in performance or loss results to the CountY. 23. Disputes: 23.1 General Differences between the Contractor and the County, arising under and by virhre of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in orderthat such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be finaland conclusive. 23.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which othenruise rnay be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notiee of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Professional Services Agreement Page 10