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i► wushirtuml State <br />(..f rtai i r lr �r•c .4, <br />GRANTEE warrants and represents that the GRANTEE has all rights and permissions, including <br />intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to <br />COMMERCE. <br />The GRANTEE shall exert all reasonable effort to advise COMMERCE, at the time of delivery of <br />Materials furnished under this GRANTEE, of all known or potential invasions of privacy contained <br />therein and of any portion of such document which was not produced in the performance of this Grant <br />Agreement. The GRANTEE shall provide COMMERCE with prompt written notice of each notice or <br />claim of infringement received by the GRANTEE with respect to any Materials delivered under this <br />Grant Agreement. COMMERCE shall have the right to modify or remove any restrictive markings placed <br />upon the Materials by the GRANTEE. <br />9. Disputes <br />In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in <br />the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. <br />The members so appointed shall jointly appoint an additional member to the Dispute Board. The <br />Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a <br />determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority <br />prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As <br />an alternative to this process, either of the parties may request intervention by the Governor, as <br />provided by RCW 43.17.330, in which event the Governor's process will control. <br />10. Governing Law and Venue <br />This Grant Agreement shall be construed and interpreted in accordance with the laws of the state of <br />Washington, and any applicable federal laws, and the venue of any action brought hereunder shall be <br />in the Superior Court for Thurston County. <br />11. Indemnification <br />Each party shall be solely responsible for the acts of its employees, officers, and agents. <br />12. Licensing, Accreditation, and Registration <br />The GRANTEE shall comply with all applicable local, state, and federal licensing, accreditation and <br />registration requirements or standards necessary for the performance of this Grant Agreement. <br />13. Publicity <br />The GRANTEE agrees not to publish or use any advertising or publicity materials in which the State of <br />Washington or COMMERCE's name is mentioned, or language used from which the connection with <br />the State of Washington's or COMMERCE's name may reasonably be inferred or implied, without the <br />prior written consent of COMMERCE. <br />14. Recapture <br />In the event that the GRANTEE fails to perform this Grant Agreement in accordance with state laws, <br />federal laws, and/or the provisions of this Grant Agreement, COMMERCE reserves the right to <br />recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any <br />other remedies available at law or in equity. <br />Repayment by the GRANTEE of funds under this recapture provision shall occur within the time period <br />specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments <br />due under this GRANTEE. <br />Page 14 of 25 <br />