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The SUB-RECIPIENT shall not use or disclose any information concerning the WTSC, or information which may be classified <br />as confidential, for any purpose not directly connected with the administration of this Agreement, except with prior written <br />consent of the WTSC, or as may be required by law. <br />12. COST PRINCIPLES <br />Costs incurred under this Agreement shall adhere to provisions of 2 CFR Part 200 Subpart E. <br />13. COVENANT AGAINST CONTINGENT FEES <br />The SUB-RECIPIENT warrants that it has not paid, and agrees not to pay, any bonus, commission, brokerage, or contingent <br />fee to solicit or secure this Agreement or to obtain approval of any application for federal financial assistance for this <br />Agreement. The WTSC shall have the right, in the event of breach of this section by the SUB-RECIPIENT, to annul this <br />Agreement without liability. <br />14. DISPUTES <br />'14 1 . Disputes arising in the performance of this Agreement, which are not resolved by agreement of the parties, shall be <br />decided in writing by the WTSC Deputy Director or designee. This decision shall be finaland conclusive, unless within 10 days <br />from the date of the SUB-RECIPIENT's receipt of WTSC's written decision, the SUB-RECIPIENT furnishes a written appeal to <br />the WTSC Director. The SUB-RECIPIENT's appeal shall be decided in writing by the Director or designee within 30 days of <br />receipt of the appeal by the Director. The decision shall be binding upon the SUB-RECIPIENT and the SUB-REC|PtENT shalt <br />abide by the decision. <br />14 2. Pefiormance During Dispute. Unless otherwise directed by WTSC, the SUB-RECIPIENT shall continue performance <br />under this Agreement while matters in dispute are being resolved. <br />'14.3 ln the event that either Party deems it necessary to institute legalaction or proceedings to enforce any right or obligation <br />under this Agreement, the Parties hereto agree that any such action or proceedings shall be brought in the superior court <br />situated in Thurston County, Washington. <br />15. GOVERNANCE <br />15.1. ThisAgreementisenteredintopursuanttoandundertheauthoritygrantedbythelawsofthestateofWashington <br />and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. <br />15.2 ln the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or <br />rule, the inconsistency shall be resolved by giving precedence in the following order: <br />15.2.1 Applicable federal and state statutes and rules <br />15 2.2 Terms and Conditions of this Agreement <br />15 2.3 Any Amendment executed under this Agreement <br />15.2 4 Any SOW executed under this Agreement <br />15 2 5 Any other provisions of the Agreement, including materials incorporated by reference <br />16. TNCOME <br />Any income earned by the SUB-RECIPIENT from the conduct of the SOW (e.9., sale of publications, registration fees, or <br />service charges) must be accounted for, reported to WTSC, and that income must be applied to project purposes or used to <br />reduce project costs. <br />17. INDEMNIFICATION <br />page 7 of 16