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<br />Professional Services Provisional Agreement <br />Page 10 <br />21.6 The Contractor is not in violation of any applicable law, ordinance or <br />regulation the consequence of which will or may materially affect <br />Contractor's ability to perform its obligations under this Provisional <br />Agreement. The Contractor is not subject to any order or judgment of any <br />court, tribunal or governmental agency which materially and adversely <br />affects its operations or assets in the State of Washington, or its ability to <br />perform its obligations under this Provisional Agreement. <br />21.7 None of the representations or warranties in this Provisional Agreement, <br />and none of the documents, statements, certificates or schedules <br />furnished or to be furnished by Contractor pursuant hereto or in <br />connection with the performance of the obligations contemplated under <br />this Provisional Agreement, contains or will contain any untrue statement <br />of a material fact or omits or will omit to state a material fact necessary to <br />make the statements of fact contained therein not misleading. <br /> <br />22. Patent/Copyright Infringement: <br />Contractor will defend and indemnify the County from any claimed action, cause or demand <br />brought against the County; to the extent such action is based on the claim that information <br />supplied by the Contractor infringes any patent or copyright. The Contractor will pay those <br />costs and damages attributable to any such claims that are finally awarded against the <br />County in any action. Such defense and payments are conditioned upon the following: <br /> 22.1 Contractor shall be notified promptly in writing by County of any notice of such <br />claim. <br /> 22.2 Contractor shall have the right, hereunder, at its option and expense, to obtain <br />for the County the right to continue using the information, in the event such <br />claim of infringement is made, provided no reduction in performance or loss <br />results to the County. <br /> <br />23. Disputes: <br /> 23.1 General <br /> Differences between the Contractor and the County, arising under and by <br />virtue of the Provisional Agreement Documents shall be brought to the <br />attention of the County at the earliest possible time in order that such matters <br />may be settled or other appropriate action promptly taken. Except for such <br />objections as are made of record in the manner hereinafter specified and <br />within the time limits stated, the records, orders, instructions, and decisions of <br />the Kittitas County Commissioners shall be final and conclusive. <br /> <br /> 23.2 Notice of Potential Claims <br /> The Contractor shall not be entitled to additional compensation which <br />otherwise may be payable, or to extension of time for (1) any act or failure to <br />act by the County, or (2) the happening of any event or occurrence, unless <br />the Contractor has given the County a written Notice of Potential Claim within <br />ten (10) days of the commencement of the act, failure, or event giving rise to