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GENERAL TERMS AND CONDITIONS. INTERAGENCYAGREEMENT
<br />FEDERAL FUNDS
<br />Grantee shall make the changes within the time period specified by COMMERCE. Upon request,the Grantee shall immediately return to COMMERCE any Confidential lnformation that
<br />COMMERCE reasonably determines has not been adequately protected by the Grantee against
<br />unauthorized disclosure.
<br />C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working daysof any unauthorized use or disclosure of any confidential information, and shall'take nec6ssary
<br />steps to mitigate the harmful effects of such use or disclosure.
<br />6. COPYRIGHT
<br />Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire"
<br />as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
<br />considered the author of such Materials. ln the event the Materials are not considered "works for hire"
<br />under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, tifle, and interest in all
<br />Materials, including all intellectual property rights, moral rights, and rights oipublicity to COMMERCE
<br />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,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 ability
<br />to transfer these rights.
<br />For Materials that are delivered under the Grant, but that incorporate pre-existing materials notproduced 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, r6pr6Ouce,
<br />distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and
<br />represents that the Grantee has all rights and permissions, including inteilectual property rights, moral
<br />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 Materials
<br />furnished under this Grantee, of all known or potential invasions of privacy contained therein and of any
<br />portion of such document which was not produced in the performance of this Grant. The Grantee snait
<br />provide COMMERCE with prompt written notice of each notice or claim of infringement received by the
<br />Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to
<br />modify or remove any restrictive markings placed upon the Materials by the Grantee.
<br />7. DISPUTES
<br />ln the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
<br />the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
<br />The members so appointed shall jointly appoint an additional member to the Dispute Board. The
<br />Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
<br />determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majorityprevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. nian alternative to this process, either of the parties may request intervenlion Oy ine Governor, asprovided by RCW 43.17 .330, in which event the Governor's process will control.
<br />8. GOVERNING LAWANDVENUE
<br />This Grant shall be_construed and interpreted in accordance with the laws of the state of Washington,
<br />and any applicable federal laws, and the venue of any action brought hereunder shall be in the Supirioi
<br />Court for Thurston County.
<br />9. INDEMNIFICATION
<br />Each party shall be solely responsible for the acts of its employees, officers, and agents.
<br />10. LICENSING. ACCREDITATION AND REGISTRATION
<br />The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and
<br />registration requirements or standards necessary for the performance of this Grant.
<br />State of Washington
<br />Department of Commerce
<br />Version 072019
<br />Page 8
<br />lnteragency Grant Agreement
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