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DocuSign Envolope lD: 2A5377 17 -7667-43CF-852C-24E86D289988
<br />GENERAL TERMS AND COITIDITIONS
<br />INTERAGENCY AGREEMENT
<br />FEDERAL FUNDS
<br />Grantee thall make the changes within the time period specified by COMMERCE. Upon requost,the Grantee shall immediately return lo COMMERCE any bonfidential lnformation that
<br />COMMERCE reasonably determines has not been adequately protected by the Grantee against
<br />unauthorized disclosure.
<br />C" Unauthorized Use or Disclosure. The Grantee shall nolify COMMERCE within five (5) working days
<br />of any unauthorized use or disclosure of any confideniial information, and ehall'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 deflned by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shail be
<br />considered the author of such Materials. ln the event the Materials are not considered "works for hire"
<br />under the U.S. Copyright laws, the Grantee hereby irrevocably assigns alt right, tifle, and interest in all
<br />Materials, including all intellectual property rights, moral righti, and-dghts of publicity to COMMERCE
<br />effectlve from the mornent of creation of such Materials.
<br />"Materials" means all items in any format and includes, but is not limited to, data, reports, documenls,
<br />pamphlets, advertisements, books, magazines, surveys, studies, compuler programs, films, tapes,
<br />and/or sound reproduction$. "Ownership" includes lhe right io copyright, pateni, reglster anO the alitity
<br />to transfer lhese rights.
<br />For Materials that are delivered under the Grant, but that incorporate pre-existing materials notproduced under the Grant, the Grantee hereby grants to COMMERCE a nonsxclusiie, royalty-free,
<br />irrevocable license (with rights to sublicense to others) in sueh Materials to translate, r6pr6ouce,
<br />distribute, prepare derivative works, publicly perform, anct publicly display. The Granlee warrants and
<br />represents that the Grantee has all rights and permissions, including intellectual property rights, moral
<br />rights and rights ol publicity, necessary to grant such a ticense to COMMERCE.
<br />'
<br />The Grantee shall exert all reasonable efforl to advise COMMERCE, at the time of delivery of Materiats
<br />furnished under this Grantee, of all known or potential invasions of privacy contained therain and of any
<br />portion of such document which was not produced in the performance of this Grant. The Grantee shail
<br />provide COMMERCE with prompt written notice of each notiee or claim of inlringement received by the
<br />Grantee with respect to any Materials delivered under lhis Grant. COMMERCE shall have the rig-nt to
<br />modify or remove any restrictive markings placed upon the Materials by the Granlee.
<br />7. DISPUTES
<br />ln the event that a dispute arises under this Agreement, it shall be determined by a Dispule Board in
<br />the following manner: Each party to this Agreement shall appoint one member t6 tne Oispute Board.
<br />The members so appointed shall jointly appoint an additional member to the Dispute
<br />'Board.
<br />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 rnajority
<br />prevailing. The determination of the Dispute Board shall be final and binding on the parties nereti. Rian alternative to this process, either of the parties may request intervention Oy ifre Governor, asprovided by RCW 43.17.330, in which event the Governoi's process will controt.
<br />8. GOVERNING LAWAND VENUE
<br />This Grant shall be conetrued and interpreted in accordance with tha laws of the state of Washington,
<br />and any applicable federal laws, and the venue of any action brought hereunder shall be in tha Supirior
<br />Court for Thurston County.
<br />9. INDEMNIFICATION
<br />Each party shall be solely responsible for the acts of its employees, officers, and agents.
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