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20.3 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.2O.4 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and othergovemmental authorities, as are necessary for the performance of its obligations under this Agreement.20.5 The Contractor is not in violation of any applicable law, ordinan6g or regulation the consequence of which willor may materially affect ContractoCs ability to perform its obligations unier this Agreement. The Contractor is not subject to any ordeior judgment of anyiourt, tribunal or' governmental agency which materially and adversely affects its operations or assets in the State of Washington, or iis ability to perform its obligations under this Agreement.20.6 None of the representationi or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished orto be furnished by Contractor pursuant hereto or in connection with the performance oJ the obligations contemplated under this Agreement, contains or will contain any untrue statement of a materiat ta6 or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 21. PatenUCopyright lnfrinoementr Contractor will defend and indemnifrT the County from any claimed action, cause or demandbrought againstthe County; to the extent such iction is tiased on the claim that informationsupplied by the Contractor infringes any patent or copyright. The Contractor win fay thosecosts.and damages attributabl-e to any such claims init are finally awarded aiaiirst the County^in any action. Such defense and payments are conditioned upon the follo:wing: 21 .1 Contractor shall be notified promptly in writing by County of any notice of such claim. 21.2 Contractor shall have the right, hereunder, at lts option and expense, to obtain for the County the right to"continue usinj tne intormation, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 22. Disputes: 22.1 General Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the-attention of the County at the earliest possible time in order that suih matters may be seftled or other_appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and withinthe time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. P rofes_sio-n ll Services Agreement (rev. 0g nq20 1 g, Page I of 17