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The CONTRACTOR has the authority to execute this Agreement, to make the <br />representations and warranties set forth in it and to perform the obligations of the <br />CONTRACTOR under this Agreement in accordance with its terms. <br />21.2 This Agreement has been validly executed by an authorized representative of the <br />CONTRACTOR and constitutes a valid and legally binding and enforceable <br />obligation of CONTRACTOR. <br />21.3 The CONTRACTOR has or will obtain prior to the commencement date such <br />licenses, permits and other authorizations from federal, state and other <br />governmental authorities, as are necessary for the performance of its obligations <br />under this Agreement. <br />21.4 The CONTRACTOR is not in violation of any applicable law, ordinance, or <br />regulation the consequence of which will or may materially affect <br />CONTRACTOR's ability to perform its obligations under this Agreement. The <br />CONTRACTOR is not subject to any order or judgment of any court, tribunal or <br />governmental agency which materially and adversely affects its operations or <br />assets in the State of Washington, or its ability to perform its obligations under <br />this Agreement. <br />21.5 None of the representations or warranties in this Agreement, and none of the <br />documents, statements, certificates, or schedules furnished or to be furnished by <br />CONTRACTOR pursuant hereto or in connection with the performance of the <br />obligations contemplated under this Agreement, contains or will contain any <br />untrue statement of a material fact or omits or will omit to state a material fact <br />necessary to make the statements of fact contained therein not misleading. <br />22. Patent/Copyright Inf n ement• <br />CONTRACTOR will defend and indemnify the COUNTY from any claimed action, cause or <br />demand brought against the COUNTY; to the extent such action is based on the claim that <br />information supplied by the CONTRACTOR infringes any patent or copyright. The <br />CONTRACTOR will pay those costs and damages attributable to any such claims that are finally <br />awarded against the COUNTY in any action. Such defense and payments are conditioned upon <br />the following: <br />22.1 CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of <br />such claim. <br />22.2 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 claim <br />of infringement is made, provided no reduction in performance or loss results to the <br />COUNTY. <br />23. Disputes: <br />23.1 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 COUNTY <br />at the earliest possible time in order that such matters may be settled, or other <br />appropriate action promptly taken. Except for such objections as are made of record <br />Professional Services Agreement <br />Page 9 <br />