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GENERAL TERMS AND CONDITIONS
<br />INTERAGENCY GRANT AGREEMENT
<br />FEDERAL FUNDS
<br />Grantee shall make the changes within the lime period specified by GOMMERGE. Upon request,
<br />the Grantee shall immediately return to COMMERCE any Confidential lnformation lhat
<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 notifl COMMERCE within five (5) working days
<br />of any unauthorized use or disclosure of any confidential information, and shall take necessary
<br />steps to mitigate the harmlul effecls of such use or disclosure.
<br />6. GOPYRIGHT
<br />Unless othenruise provided, all Materials produced under this Grant shall be considered "works for hire"
<br />as defined by the U,S. Gopyright 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, title, and interest in all
<br />Materials, including all intellectual property rights, moral ilghts, and rights of publicity to COMMERCE
<br />effective from the moment of creation of such Materials.
<br />"Materials" means all items in any format and includes, but ls not limited to, data, reports, documents,
<br />pamphlets, adverlisements, books, magazines, surveys, studies, compuler programs, films, tapes,
<br />and/or sound reproductione. "Ownership" includes the right to copyright, patent, register and the ability
<br />to transler these rights.
<br />For Materlals that are dellvered under the Grant, but that incorporate pre-existing materials not
<br />produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty-free,
<br />lrrevocabla license (with rights to sublicense to others) in such Materials to translate, reproduce,
<br />distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and
<br />represenls that the Grantee has all rights and permissions, including intellectual property righls, moral
<br />rlghts 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 />fumished 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 shall
<br />provide COMMERCE wlth prompt written notice of each notice 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 />modifr or remove any restrictive markings placed upon the Materials by the Grantee.
<br />7. DISPUTES
<br />ln the event that a dispute arlses under this Agreement, it shall be determined by a Dispute Board in
<br />lhe following manner; Each party to this Agreement shall appoinl one member to the Dispute Board.
<br />The members so appoinled shall jointly appoint an additional member to the Dispute Board. The
<br />Dispute Board shall review lhe facts, Agreement terms and applicable statutes and rules and make a
<br />determination of the dispute. The Disput€ Board shall thereafter decide the dispute with the majority
<br />prevailing, The determinatlon of the Dispute Board shall be flnal and bindlng on the parties hereto. As
<br />an alternative to this process, either of the parties may request inlervention by the Governor, as
<br />provided by RCW 43.17.330, in which event the Govemor's process will control.
<br />8. ,G*:OVERNTNG LAWA,ND VENUE
<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- lNDErlltlrlJ:LC_ATTON
<br />Each party shall be solely responslble for the acts of its employeas, officers, and agents.
<br />1 O. LI9-EN_qNGI\C C R E D I TAT I OJ.I ANT} REGI STR ATIO N
<br />The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and
<br />regisiration requirements or etandards necessary for the performance of this Grant.
<br />Stst€ of Washington
<br />Oeparlmenl ol Commerce
<br />lnteragency Gra nt Agroemenl
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