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<br /> Page 12 of 16 <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 arises 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 additi onal 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 parties 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 />6. 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 />8. Indemnification <br />Each party shall be solely responsible for the acts of its employees, officers, and agents. <br />9. 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 />10. Recapture <br />In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, <br />and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount to <br />compensate COMMERCE for the noncompliance in addition to any other remedies available at law or <br />in equity. <br />Repayment by the Grantee of funds under this recapture provision shall occur within the time period <br />specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments <br />due under this Grantee. <br />11. Records Maintenance <br />The Grantee shall maintain books, records, documents, data and other evidence relating to this Grant <br />and performance of the services described herein, including but not limited to accounting procedures <br />and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended <br />in the performance of this Grantee. <br />The Grantee shall retain such records for a period of six (6) years following the date of final payment. <br />At no additional cost, these records, including materials generated under the Grant, shall be subject at <br />all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by <br />COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, <br />regulation or agreement. <br />If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall <br />be retained until all litigation, claims, or audit findings involving the records have been resolved. <br />12. Savings <br />In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way <br />after the effective date of this Grant and prior to normal completion, COMMERCE may suspend or <br />terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day