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GENERAL TERMS AND CONDITIONS
<br />INTERAG ENCY GRAiIT AGREEMENT
<br />FEDERAL FUNDS
<br />Grantee shall make the changes within the lime period specified by COMMERCE. Upon requesl,
<br />the Grentee shall immediately return to COMMERCE any Confidenlial lnformation lhat
<br />COMMERCE reasonably determines has not been adequately protected by the Grantee against
<br />unauthorized disclosure.
<br />G, Unauthorized Use or Disclosure. The Grantee shall notlfy GOMMERCE wlthin five (5) working days
<br />of any unauthorized use or disclosule of any confidential information, and shall take necessary
<br />steps to mitigate the harmful effects of such use or disclosure.
<br />6. GoPYRIGHT
<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 suoh Materials. ln the evenl the Materials are not considered 'works for hire"
<br />under the U.S. Copyright laws, the Granlee hereby irrevocably asslgns all right, title, and interest in all
<br />Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE
<br />effective frorn lhe moment of creation of such Materials.
<br />"Materials" means all iterns in any format and includes, but is not limited to, data, reports, documents,
<br />pamphlets, advertisements, books, magazines, surueys, studies, cornpuler 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 lhat are delivered under the Granl, but that lncorporate pre-existing materials not
<br />produced under the Grant, the Grantee hereby grants lo COMMERCE a nonexclusive, royalty-fiee,
<br />irrevocable license (with rights to sublicanse to others) in such Materials to translate, reproduce,
<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 intellectual property righls, moral
<br />rlghts and rights of publicity, necessary lo 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 plivacy contained therein and of any
<br />portion of such document which was not produced in the performance of this Grant. The Grantee shall
<br />provide COMMERCE with prompt written notice of each nolice or claim of infiingement received by the
<br />Grantee with respect to any Materials delivered under this Grant, COMMERCE shall have the right to
<br />modifu or remove any restrictlve markings placed upon lhe Materials by the Grantee.
<br />7. DI-SPUTES
<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 appoinl one member to the Dlspute Board.
<br />The members so appointed shall jointly appoint an additional member to the Dispute Board. The
<br />Dispule 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 decids the dispute with the majority
<br />prevailing. The determination of the Dlspute Board shall be tlnaland bindlng on the pafties hereto. As
<br />an alternative to this process, either of the parties may request intervention by the Governor, as
<br />provided by RCW 43.17.330, in which event the Govemor's process will control.
<br />8. gglrEB-NtNG I,AW AND VENU*E
<br />Thls Grant shall be construed and interpreted in accordance wilh 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 Superior
<br />Court for Thurston County,
<br />9_ rNDEi/lNrFr_qATrON
<br />Each party shall be solely responsible for the acts of its employees, officers, and agents.
<br />I 0. Llg_EllSNqil\ClC R E Br rAT I O il AND BE-qt $TRAT rO N
<br />The Grantee shall comply with all applicable local, slate, and federal licensing, accreditation and
<br />registration requirements or standards nocessary for the performance of this Grant.
<br />State of WaBhington
<br />Oeparlment ol Commerce
<br />Contract Page 027
<br />lnleragenoy Grant Agreemenl
<br />Page I
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