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Attachment 2 UW Research Subaward Agreement Special Terms and Conditions 1) Subrecipient Insurance and Proof of Coverage. Subrecipient agrees to maintain during the term of this Agreement comprehensive general liability and professional insurance coverage with limits of not less than $1 million per occurrence and $3 million annual aggregate (or an equivalent program of self-insurance satisfactory to UW). Upon UW's request, Subrecipient will provide UW proof of insurance or loss coverage required under the terms of this Agreement. In addition, Subrecipient agrees to notify UW in writing in the event of a material modification or change in such coverage. 2) Governing Law, Jurisdiction and Venue. This Subaward shall be governed by and enforced according to the laws of the State of Washington and the United States, without giving effect to its or any other jurisdiction's choice of law provisions. The Superior Court of Washington for King County shall have exclusive jurisdiction and venue of all disputes arising under this Agreement, except that in any case where the courts of the United States shall have exclusive jurisdiction over the subject matter of the dispute, the United States District Court for the Western District of Washington, Seattle division, shall have exclusive jurisdiction and venue. 3) Responsibility. Each Party shall be responsible for its negligent acts or omissions and the negligent acts or omission of its employees, officers, or director's, to the extent allowed by law. 4) Limitation of Damages. In no event shall either party be liable to the other party for any claims by the other party for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, arising or alleged to arise from this Agreement, its breach, or the transactions contemplated herein, however caused, under any theory of liability. 5) Copyrights. Subrecipient _ grants / X shall grant (check one) to UW an irrevocable, royalty -free, non- transferable, non-exclusive right and license to use, reproduce, make derivative works, display, and perform publicly any copyrights or copyrighted material (including any computer software and its documentation and/or databases) first developed and delivered under this Subaward Agreement solely for the purpose of and only to the extent required to meet UW's obligations under UW's Prime Award. 6) Data Rights. Subrecipient grants to UW the right to use data created by Subrecipient in the performance of this Subaward Agreement solely for the purpose of and only to the extent required to meet UW's obligations under UW's Prime Award. 7) Automatic Carry Forward: [) Yes f X 1 No (If No, Carry Forward requests must be sent to UW's Administrative and Principal Investigator contact, as shown in Attachment 3A). 8) Human Subjects Protections: Subrecipient will comply with all applicable regulations, laws, and policies regarding human subjects protections. Subrecipient shall provide UW copies of IRB approval letter. No obligations may be made against Federal funds for any research involving human subjects prior to IRB approval. UW Research DOMESTIC Subaward Agreement Page 1 Version 1 9 29 2016