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21 . PatenVCopyright lnfringement: <br />Contractor wil,t defend and indemnify the County f rom any cl,aimed action, cause or demand <br />brought against the County; to the extent such action is based on the cl'aim that information <br />suppLied by the Contractor infringes any patent or copyright. The Contractor witt pay those <br />costs and damages attributabte to any such ctaims that are finaLLy awarded against the <br />County in any action. Such defense and payments are conditioned upon the fottowing: <br />21.1 Contractor shatt be notified promptLy in writing by county of any notice of such <br />ctaim. <br />21.2 Contractor shal,t 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 <br />ctaim of infringement is made, provided no reduction in performance or loss <br />resutts to the CountY. <br />22. Disputes: <br />22.1 GeneraI <br />Differences between the Contractor and the County, arising under and by <br />virtue of the Agreement Documents shatL be brought to the attention of the <br />County at the eartiest possibl,e time in order that such matters may be settted, <br />or other appropriate action promptty taken. Except for such objections aS are <br />made of record in the manner hereinafter specified and within the time I'imits <br />Stated, the records, orderS, instructionS, and decisions of the Kittitas County <br />Commissioners shattbe final. and conctusive. <br />22.2 Notice of PotentiaI Ctaims <br />The Contractor shal.t not be entitted to additional. compensation which <br />othenruise may be payabl,e, or to extension of time for (1) any act or failure to act <br />by the County, or (2) the happening of any event or occurrence, untess the <br />Contractor has given the County a written Notice of Potentiat Ctaim within ten <br />(10) days of the commencement of the act, faiture, or event giving rise to the <br />ctaim, and before final. payment by the County. The written Notice of Potential <br />Cl.aim shal,t set forth the reasons for which the Contractor betieves additionaI <br />compensation or extension of time is due, the nature of the cost invotved, and <br />insofar as possibte, the amount of the potentiat cl,aim. Contractor shal't keep <br />ful,l, and compl.ete dail.y records of the work performed, labor and material <br />used, and al.l, costs and additiona[ time ctaimed to be additionat- <br />22.3. Detaited ctaim <br />The Contractor shatt not be entitl,ed to ctaim any such additional' <br />compensation, or extension of time, untess within thirty (30) days of the <br />compl,etion of the portion of the work from which the claim arose, and before <br />fina1 payment by the County, the Contractor has given the County a detaited <br />written statement of each etement of cost or other compensation requested <br />Kittitas County ProfessionaI Services Agreement <br />Page10of19