|
Docusign Envelope ID: F24ED3D0-D4D6-499A-9588-1246949365D1
<br />V.Vasl wu.on State
<br />w, Depa 1.1
<br />14_1 COmrn(11XXI
<br />B. The Contractorshall comply withal I state and federal laws related to the use, sharing, transfer, sale,
<br />or disclosure of Confidential Information. The Contractor shall use Confidential Information solely
<br />forth epurposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential
<br />Information to any third party except with the prior written consent of COMMERCE or as maybe
<br />required by I aw. Th e Contractor sh al I take al I necessary steps to assure that Confidential Information
<br />is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential
<br />Information or violation of any state or federal laws related thereto. Upon request, the Contractor
<br />shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may
<br />require changes to such policies and procedures as they apply to this Contract whenever
<br />COMMERCE reasonably determines that changes are necessary to prevent unauthorized
<br />disclosures. The Contractor shall make the changes within the time period specified by
<br />COMMERCE. Upon request, the Contractor shall immediately return to COMMERCE any
<br />Confidential Information that COMMERCE reasonably determines has not been adequately
<br />protected by the Contractor against unauthorized disclosure.
<br />C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working
<br />days of any u n authorized use or disclosure of any confidential information, and shall take necessary
<br />steps to mitigate the harmful effects of such use or disclosure.
<br />6. COPYRIGHT
<br />Unless otherwise provided, all Materials produced underthis Contractshall be considered "works for hire"
<br />as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
<br />considered the author of such Materials. In the event the Materials are not considered "works for hire"
<br />u nderthe U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all
<br />Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE
<br />effective from the moment of creation of such Materials.
<br />"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
<br />pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or
<br />sound reproductions. "Ownership" includes the rightto copyright, patent, register and the abilityto transfer
<br />these rights.
<br />For Materials that are delivered u nderthe Contract, butthat incorporate pre-existing materials notproduced
<br />underthe Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty -free, irrevocable
<br />license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare
<br />derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the
<br />Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of
<br />publicity, necessary to grant such a license to COMMERCE.
<br />The Contractorshall exert all reasonable effortto advise COMMERCE, at the time of delivery of Materials
<br />furnished underthis Contract, of all known or potential invasions of privacy contained therein and of any
<br />portion of such documentwhich was notproduced in the performanceofthisContract. The Contractorshall
<br />provide COMMERCE with prompt written notice of each notice or claim of infringement received by the
<br />Contractorwith respectto any Materials delivered underthis Contract. COMMERCE shall have the rightto
<br />modify or remove any restrictive markings placed upon the Materials by the Contractor.
<br />7. DISPUTES
<br />In the event that a dispute arises underthis Agreement, it shall be determined by a Dispute Board in the
<br />following manner: Each party to this Agreement shall appoint one member to the Dispute Board. The
<br />members so appointed shalljointly appointan additional memberto th a Dispute Board. The Dispute Board
<br />shall review the facts, Agreementterms and applicable statutes and rules and make a determination of the
<br />dispute. The Dispute Board shall thereafter decide the dispute with the majority prevailing. The
<br />determination of the Dispute Board shall be final and binding on the parties hereto. As an alternative to this
<br />process, eitherof the parties may request intervention bythe Governor, as provided by RCW 43.17.330,
<br />in which event the Governor's process will control.
<br />8. GOVERNING LAW AND VENUE
<br />This Contract shall be construed and interpreted in accordance with the laws of the state of Washington,
<br />and the venue of any action brought hereunder shall be in the Superior Courtfor Thurston County.
<br />Page 8 of 15
<br />
|