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GENERAL TERMS AND CONDITIONS
<br />INTERAGENCYGRANT 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 Grantee 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 dellvered 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 arlses 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 partles 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 />10.LICENSING ACCREDITATION AND REGISTRATION
<br />The Grantee shall comply with all applicable local,state,and federal licensing,accreditation and
<br />registration requirements or standards necessary for the performance of this Grant.
<br />State of Washington Interagency Grant Agreement
<br />Department of Commerce Page 8
<br />Contract Page 027
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