|
DocuSign Envelope ID: 2A537717-766743CFA52C-24E86D2B99BE
<br />GENERAL TERMS AND CONDITIONS
<br />INTERAGENCY AGREEMENT
<br />FEDERAL FUNDS
<br />Grantee shall make the changes within the time period specified by COMMERCE. Upon request,
<br />the Grantee shall immediately return to COMMERCE any Confidential Information that
<br />COMMERCE reasonably determines has not been adequately protected by the Grantee against
<br />unauthorized disclosure.
<br />C. Unauthorized Use or Disclosure. The Grandee shall notify 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 harmful effects of such use or disclosure.
<br />6. COPYRIGHT
<br />Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire"
<br />as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
<br />considered the author of such Materials. In 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 rights, 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 is not limited to, data, reports, documents,
<br />pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
<br />and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability
<br />to transfer these rights.
<br />For Materials that are delivered 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 />irrevocable 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 />represents that the Grantee has all rights and permissions, including intellectual property rights, moral
<br />rights 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 />furnished 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 with prompt written notice of each notice or claim of infringement received by the
<br />Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to
<br />modify or remove any restrictive markings placed upon the Materials by the Grantee.
<br />7. DISPUTES
<br />In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
<br />the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
<br />The members so appointed shall jointly appoint an additional member to the Dispute Board. The
<br />Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
<br />determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
<br />prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As
<br />an alternative to this process, either of the parties may request intervention by the Governor, as
<br />provided by RCW 43.17.330, in which event the Governor's process will control.
<br />8. GOVERNING LAW AND VENUE
<br />This Grant shall be construed and interpreted in accordance with 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. INDEMNIFICATION
<br />Each party shall be solely responsible for the acts of its employees, officers, and agents.
<br />Page 8
<br />
|