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GENERAL TERMS AND CONDITIONSINTERAGENCYGRANTAGREEMENT
<br />FEDERAL FUNDS
<br />Grantee shall make the changes within the time period specified by COMMERCE.Upon request,the Grantee shall immediately return to COMMERCE any Confidentlal Information thatCOMMERCEreasonablydetermineshasnotbeenadequatelyprotectedbytheGranteeagainstunauthorizeddisclosure,
<br />C.Unauthorized Use or Disclosure.The Grant06 6hall notify COMMERCEwithln five (5)working daysofanyunauthorizeduseordisclosureofanyconfidentialinformation,and shall take necessarystepstomitigatetheharmfuleffectsofsuchuseordisclosure.
<br />6.COPYRIGHT
<br />Unless otherwise provided,all Materials produced under this Grant shall be considered "works for hire"as defined by the U.S.Copyright Att and shall be owned by COMMERCE.COMMERCE shall beconsideredtheauthorofsuchMaterials.In the event the Materials are not considered "works for hire"under the U.S.Copyright laws,the Grantee hereby Irrevocably assigns all right,title,and interest in allMaterials,including all intefiectual property rights,moral rights,and rights of publicity to COMMERCEeffectivefromthemomentofcreationofsuchMaterials.
<br />"Matenals"means all items in any format and includes,but is not limited to,data,reports,documents,pamphlets,advertisements,books,magazines,surveys,studies,computer programs,filma,tapes,and/or sound reproductions.'Ownership"includes the right to copyright,patent,register and the abilitytotransfertheserights.
<br />For Materials that are delivered under the Grant,but that incorporate pre-existing materials notproducedundertheGrant,the Grantee hereby grants to COMMERCE a nonexclusive,royalty-free,irrevocable license (with rights to sublicense to others)in such Materials to translate,reproduce,distribute,prepare derivative works,publicly perform,and publicly display.The Grantee warrants andrepresentsthattheGranteehasallrightsandpermissions,including intellectual property rights,moralrightsandrightsofpublicity,necessary to grant such a license to COMMERCE.
<br />The Grantee shall exert aH reasonable effort to advise COMMERCE,at the time of delivery of MaterialsfurnishedunderthisGrantee,of all known or potential invasions of privacy contained therein and of anyportionofsuchdocumentwhichwasnotproducedintheperformanceofthisGranLTheGranteeshallprovideCOMMERCEwithpromptwrittennoticeofeachnoticeorclaimofinfringementreceivedbytheGranteewithrespecttoanyMaterialsdeliveredunderthisGrant.COMMERCE shall have the right tomodifyorremoveanyrestrictivemarkingsplacedupontheMaterialsbytheGrantee.
<br />7.DISPUTES
<br />In the event that a dispute arises under this Agreement,it shall be determined by a Dispute Board inthefollowingmanner:Each party to this Agreement shall appoint one member to the Dispute Board.The members so appointed shall jointly appoint an additional member to the Dispute Board.TheDisputeBoardshallrevlewthefacts,Agreement terms and applicable statutes and rules and make adeterminationofthedispute.The Dispute Board shall thereafter decide the dispute with the majorityprevailing.The determination of the Dispute Board shall be final and binding on the pattles hereto.Asanattemativetothisprocess,either of the parties may request intervention by the Governor,asprovidedbyRCW43.17.330,in which event the Govemor's process will controt
<br />8.GOVERNING LAW AND VENUE
<br />This Grant shall be construed and interpreted in accordance wlth the laws of the state of Washington,and any applicable federal laws,and the venue of any action brought hereunder shall be In the SuperiorCourtforThurstonCounty,
<br />9.INDEMNIFICATION
<br />Each party shall be solely responsible for the acts of its employees,officers,and agents.
<br />10.LICENSINGxACCREDITATION AND REGISTRATION
<br />The Grantee shall comply with all applicable local,state,and federal licensing,accreditation andregistrationrequirementsorstandardsnecessaryfortheperformanceofthisGrant.
<br />State of Washington Inleragency Grant AgreementDepartmemofCommerce
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