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21 . Patent/Copyright lnfringement: <br />Contractor wil,t defend and indemnify the County from any cl.aimed action, cause or demand <br />brought against the County; to the extent such action is based on the ctaim that information <br />suppLied by the Contractor inf ringes any patent or copyright. The Contractor wil't pay those <br />costs and damages attributabte to any such cl,aims that are finatLy awarded against the <br />County in any action. Such defense and payments are conditioned upon the foLtowing: <br />21.1 Contractor sha11 be notified promptl,y in writing by County of any notice of such <br />ctaim. <br />21.2 Contractor shatt 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 />cLaim 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 shatt be brought to the attention of the <br />County at the earLiest possibLe time in order that such matters may be settted, <br />or other appropriate action promptLy taken. Except for such objections as are <br />made of record in the manner hereinafter specified and within the time timits <br />stated, the records, orders, instructions, and decisions of the Kittitas County <br />Commissioners shattbe finaI and conctusive. <br />22.2 Notice of Potential Ctaims <br />The Contractor shal,l. not be entitLed to additionat compensation which <br />otherurise may be payabte, or to extension of time for (1) any act or faiture 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 Potential' 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 Potentiat <br />Ctaim shatl, 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 possib1e, the amount of the potential, ctaim. Contractor shatt keep <br />fuL and comptete dail.y records of the work performed, labor and material <br />used, and atl, costs and additionattime ctaimed to be additionat. <br />22.3. Detail,ed ctaim <br />The Contractor shatt not be entitl,ed to cLaim any such additional' <br />compensation, or extension of time, untess within thirty (30) days of the <br />compLetion of the portion of the work from which the ctaim arose, and before <br />fina1 payment bythe County, the Contractor has given the County a detaited <br />written statement of each etement of cost or other compensation requested <br />Kittiias County ProfessionaI Services Agreement <br />Page 10 of 19