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20.2 20.3 20.4 20.5 20.6 The contrac{or has the authorig to execute this Agreement, to make the representations and wananties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. This Agreement has been validly executed by an authorized representative of the contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. The contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other govemmentral authorities, as are neoessary for the performance of its obligations under this Agreement. The Contractor is not in violation of any applicable law, ordinance or regulation the consequen@ of which willor may materially affect contracto/s ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any @urt, tribunal or govemmentalagency which materially and adversely affects ils operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. None of the representations or wananties in this Agreement, and none of the documents, stiatements, certificates or schedules fumished or to be fumished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a materialfact necessary to make the statements of fiact contained therein not misleading. 21. PatenUcopyrioht lnfrinqement: Contractor will defend and indemniff the Gounty from any claimed action, cause or demand brought against the Gounty; to the extent such action is based on the claim that information supplied by fte Contractor inftinges any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: 21.1 Contrac'torshall be notifted promptly in writing by Gounty of any notice of such claim. 21.2 Contractor shall have the right, hereunder, at its option and erpense, to obtain for he County the right to continue using the infurmation, in the event such claim of inftingement is made, provided no reduction in performance or loss results to fie County. 22. Dispute: 22.1 General Differences between the Contrador and the County, arising under and by virtue of the Agreement Documents shall be brought to the attentionof the Prcfessional SeMces Agrcement (rcv. 09124120181 Page I of 17