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21.7 <br />23. Disputes. <br />23.1 <br />23.2 <br />Professional Services Agreement <br />Page 10 <br />None of the representations or warranties in this Agreement, and none of <br />the documents, Statements, certificates or Schedules furnished or to be <br />furnished by Contractor pursuant hereto or in connection with the <br />performancL of the obligations contemplated under this Agreement, <br />contains or will contain lny untrue statement of a material fact or omits or <br />will omit to state a material fact necessary to make the statements of fact <br />contained therein not misleading. <br />22. PatenUCopvriqht lnfrinqement: <br />Contractor witt oetfro ano-iioenrnity the County from any claimed action, cause or demand <br />brought against the County; to the extent such action is based on the claim that information <br />iuppieO U.-y tne Contractoi infringes any patent or.copyright. The Contractor will pay those <br />costs and damages attributable to any such claims that are finally awarded against the <br />County in any ".iion. Such defense "nd <br />p"yt"nts are conditioned upon the following: <br />22.1 Contractor shall be notified promptly in writing by County of any notice of such <br />claim' <br />ZZ.2 Contractor shall have the right, hereunder, at its option and expense, to obtain <br />for the County the right to-continue using the information, in the event such <br />claim of infringer"niis made, provided no reduction in performance or loss <br />results to the CountY. <br />General <br />Differences between the Contractor and the County, arising under and by <br />virtue of the Agreement Documents shall be brought to the attention of the <br />County at the Jadiest possible time in order that such matters may be settled <br />or other appropriate action promptly taken. Except for such objections as are <br />made of record in the manner hereinafter specified and within the time limits <br />stated, the records, orders, instructions, and decisions of the Kittitas county <br />Commissioners shall be final and conclusive' <br />Notice of Potential Claims <br />The contractor srrail not be entitled to additional compensation which <br />otherwise may be payable, or to extension of time for (1) any act or failure to <br />act by the County,' oi 1Z; the happening of any event-or occurrence, unless <br />the Contractor has given'the County a written Notice of Potential Claim within <br />ten (10) days of the-commencement of the act, failure, or event giving rise to <br />the claim, and before final payment by the County. The written Notice of <br />potential Claim shall set forth the reasons for which the Contractor believes <br />additional compensation or extension of time is due, the nature of the cost <br />involved, and insofar as possible, the amount of the potentialclaim. Contractor <br />shall keep full and complete daily records of the work performed, labor and <br />material used, and all costs and additionaltime claimed to be additional'