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Docusign Envelope lD: F24ED3D0-D4D6-499A-9588-1 246949365D1
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<br />B. The Contractor shall comply with all state and federal laws related to th e use, sh aring, transfer, sale,
<br />or disclosure of Confidential lnformation. The Contractor shall use Confidential lnformation solely
<br />for the purposes of this Contractand shall not use, share, transfer, sell or disclose any Confidenlial
<br />lnformation to any third party except with the prior written consentof COMMERCE or as may be
<br />required by law.The Contraitorshailtakeall necessarystepsto assurethatConfidential Informaton
<br />is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential
<br />lnformation or violation of any state or federal laws related thereto. Upon reque_st, the Contractor
<br />shall provide COMMERCE witir 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 Contrictor shall make the changes within the time period specified by
<br />COMMERCE. Upon request, the Contractor shall immediately retum to COMMERCE any
<br />Confidential lnformation 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 nauthorized use or disclosu re of anyconfidential information, and shalltake necessary
<br />steps to mitigate the harmful effects of such use or disclosure'
<br />6. COPYRIGHT
<br />Unless otherwise provided, all Materials produced uriderthis Contractshall be considered "worksforhire"
<br />as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
<br />considered the author of such tiaterials. ln the event the Materials are not considered '\rorks for h ire"
<br />underthe U.S. Copyrighlaws, the Contractor hereby inevocably assigns all right, tifle, 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, documenb,
<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 underthe Contract, butthat incorporate pre-existing materials notproduced
<br />u nderthe Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty-free, irrevocable
<br />license (with rights to sublicenseto others) in such Materials to translate, reproduce, distribute' prepare
<br />derivativewoks, publiclyperform, and publiclydisplay.The Contractorwanants and representsthatthe
<br />Contractor has ali rights and permissions, including in'tellectual propefi 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 orpotential invasions of privacy contained therein and of any
<br />portion of such documentwhich was notproduced in the performance of this Contract. The Contractorshall
<br />provide COMMERCE with prompt written notice of each notice or claim of infringementreceived by the
<br />bontractorwith respectto any Materials delivered underthis Contract. COMMERCE shall have the rightb
<br />modify or remove any restrictive markings placed upon the Materials by the Contractor.
<br />7. DISPUTES
<br />ln 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 />memberi so appointed shalljointly appoint an additional memberto th e Dispute Board. The Dispute Board
<br />shall review the facts, Agreementterms and applicable statutes and rules and make a determination of he
<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 altemative to this
<br />process, eitherof the parties may request intervention bythe Governor, as provided by RCW 43.17.330'
<br />in which event the Govemo/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 Washingbn,
<br />and the venue of any action brought hereu nder shall be in the Superior Court for Thurston Cou nty.
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