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20.4 The Contractor has orwill obtaln prior to the comrnencement date such llcenses, permils and other authcrizations from federal, state and other govemmental authoritle$, as are neceesary for the performance of lts obligations under this Agrcement. 20,6 The Contractor ls not in vlolation of any applioable law, ordlnance or regulation the consequence of which willor may rnaterialty affect Contractor's ability to perform lts obllgations under thls Agreement. The Gontractor is not sublect to any order or judgment of any courl, tribunal or governmental agency which materially and adversely affects lts operations or assets ln the State of Washington, or lts ability to perfonn Its obligations under thls Agreement, 20,6 None of the repreoentations orwanantles in this Agreement, and none of the doauments, statements, certlflcates or schedules furnlshed or to be furnished by Contraolor pursuant hereto or ln connectlon wlth the performance of the obllgations contemplated under thls Agreoment, containe orwlll contain any untrue statement of s material fact oromitg or will omit to state a materialfact necessary to make the staternents of fact contained therein not misleadlng. 21, Patent/Convdsht Infrinoement: Contraotorwill defend and lndemnlfythe Gountyfrorn anyclaimed aotlon, cause ordemand brought agalnst the County; to the extent such action is based on the claim that infurmatlon supplled by the Contractor lnfringes any patent or copyright. The Contractorwill pay those costs and darnages attrjbutable to any such claims that are tlnally awarded agalnst the County ln any actlon, Such defense and payments are conditioned upon the followlng: 21.1 Contractor shall be notified promptly in writing by County of any notlce of such clalm. 21.2 Contractor shall have the rlght, hereunder, at its optlon and expense, to obtaln for the County the rlght to continue using the information, in the event such claim of inf'ringement ls made, provided no reductlon in performance or lose results to tho County. 22. Disputes.: 22,1 Genera! Differencss between the Contraotor and the County, arlslng under and by virtue of the Agreement Documents shatl be brought to the attention of the Gounty at the earliest possible time in order that such matters rnay be settled or other approprlate actlon promptly taken. Hxoept for such objection$ as are made of record in the manner hereinaffer specifled and wilhin the time limlts statod, the recods, orders, instructlons, and deoisions of lhe Kittitas County Commlssioners shall be flnal and conclusive. 22,2 Notice of PotentialClaims Profeselonal $ervlces Agreement (rev. 09/241201 B) Page B of 18