R2025-244 Fully Executed (2) - Laserfiche WebLink

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^*'J iF^ t',;:r.;l rrLr-Li , iul?l- il lprr: -rrrvrri lilrf { oiiinrtlr'txr GRANTEE warrants and represents that the GRANTEE has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The GRANTEE shalt exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this GRANTEE, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Grant Agreement. rne -cnnNrEE shall provide coMMERCE with prompt written notice of each notice or claim of infringement received by the GRANTEE with respect to any Materials delivered under this Grant Agreement. COMMERCE shall have the right to modify or remove any restrictive markings placed uPon the Materials bY the GRANTEE' 9. DisPutes ln the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this AgreJment shall appoint one member to the Dispute Board' The membJrs so appointed shall jointly Jppoint an additional member to the Dispute Board' The Dispute Board shall'review the facts, Agreement terms and applicable statutes and rules and make a determination of the dispute. The Dispute Board shall thereafter decide the dispute with the major'tty prevaiting. The determination of the Dispute Board shall be final and binding on the parties hereto' As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control' 10. Governinq Law and Venue This Grant Agreement shall be construed and interpreted in accordance with the laws of the state of Washington,lnO any applicable federal laws, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County' 11. lndemnification Each party shall be solely responsible for the acts of its employees, officers, and agents. 12. Licensinq, Accreditation. and Reqistration The GRANTEE shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Grant Agreement' 13. Publicitv The GRANTEE agrees not to publish or use any advertising or publicity materials in which the State of Washington or COUIUEnCE's name is mentioned, or language used from which the connection with the State of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE' 14. RecaPture ln the event that the GRANTEE fails to perform this Grant Agreement in accordance with state laws, federal laws, and/or the provisions of this Grant Agreement, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity' Repayment by the GRANTEE of funds under this recapture provision shall occur within the time period specified oy iOtUfrl1fnCE. ln the alternative, COMMERCE may recapture such funds from payments due under this GRANTEE. Page 14 of 25