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2r.2 The CONTRACTOR has the authority to execute this Agreement, to make the representations and wananties set forth in it and to perform the obligations of the CONTRACTOR under this Agreement in accordance with its terms. This Agreement has been validly executed by an authorized representative of the CONTRACTOR and constitutes a valid and legally binding and enforceable obligation of CONTRACTOR. The CONTRACTOR has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. The CONTRACTOR is not in violation of any applicable law, ordinance, or regulation the consequence of which will or may materially affect CONTRACTOR's ability to perform its obligations under this Agreement. The CONTRACTOR is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. None of the representations or warranties in this Agreement, and none of the documents, statements, certificates, or schedules furnished or to be furnished by CONTRACTOR pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 2t.3 2t.4 21.5 22. Patent/Copyright Infringement: CONTRACTOR will defend and indemnify the COUNTY from any claimed action, cause or demand brought against the COUNTY; to the extent such action is based on the claim that information supplied by the CONTRACTOR infringes any patent or copyright. The CONTRACTOR will pay those costs and damages attributable to any such claims thatare finally awarded against the COUNTY in any action. Such defense and payments are conditioned upon the following: 22,1 22.2 23. Disputes: 23.1 Professional Services Agreement Page 9 CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim. CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for the COTINTY the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the COUNTY. General Differences between the CONTRACTOR and the COUNTY, arising under and by virtue of the Agreement Documents shall be brought to the attention of the COUNTY at the earliest possible time in order that such matters may be settled, or other appropriate action promptly taken. Except for such objections as are made of record