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24.4 20,5 20.6 The Contractor has or wlll obtain prior to the commenaement date such liCenses, permits and other authorizatlons filom federal, state and other governmental authorities, a$ are necessary for the performance of its obligations under thie Agreement. The Contractor ls not ln vlolation of any applicable law, ordinance or regulatlon the consequence of which wlll or may materlally affect Contrac'tor's ability to perform lts obllgations underthis {greement, The Contractor is not subJect to any order or judgrnent of any court, tribunal or governm€ntal agency whlch materially and adversely affects ita openatione or assets in the State of Washington, or Jts ability to perform Its obligatlons under this Agreement. None of the representations orwqrrantiee in this Agreement, and none of the documents, statements, sertificates or schedules furnished or to be furnlshed by Contraclor pursuant hereto or in connectlon with the performance of the obllgations aontomplated underthis Agreemenl, contains or will contain any untrue statement of a rnaterlal fact or omlts or will omlt to stale a material fact necessary to make the statements of fact contained therein not misleading. 21 . P&nt/$.ggtdght lnfrinsement: ContractorwitlOetenO and indemnifythe Countyfrom anyclaimed aotion, cause ordemand broughtagainstthe County;to theextent euch action ls based on the claim that information suppiied 6y the Contractor infringes any patent or copyright, The Contractor will pay those costs and damages attributable to any such claims that are finally awardsd agalnst the County in any action. $uch defen$e and payrnents are conditioned upon the following: 21.1 Contractor shall be notlfied prumptly in wr'rting by County of any notice of sUch claim. 21.2 Contractor shall have the right, hereunder, at lts option and expense, to obtain for the County the right to continue using the lnfurmatlon, in the event such clairn of lnfringement is made, provided no rcduction in performance or loss results b the County. 22. Disputee: 22.1 General Difierencos between the Contractar and the Countg arlslng undor and by virtue of the Agroement Documents shall be brought to the attention of the Counry at the earliest possible time ln order ttrat such matters may be settled or other appropriate actlon promptly taken. Except for such objections as arc made of rccod ln the rnanner hereinafter specified and within the tlrne limits stated, the records, ord€lt, lnshuctions, and deolslons of the Kittitas Gounty Commissioners shall he final and conolusive. 22.2 Noti$S of PotentialC"lalmq Profeselonal SeMcos Agreement (rev. 00124f2o18) Page I of 18