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Docusign Envelope ID: 1OBC9C18-B2D4-4ECE-8COA-D7C9B69F3F42 <br />all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and <br />rights of publicity to COMMERCE 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, <br />and/or sound reproductions. "Ownership" includes the right to copyright, patent, and register as well <br />as the ability to transfer these rights. <br />For Materials that are delivered under the Grant Agreement, but that incorporate pre-existing <br />materials not produced under the Grant Agreement, the GRANTEE grants to COMMERCE a <br />nonexclusive, royalty -free, irrevocable license (with rights to sublicense to others) in such Materials to <br />translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The <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 Grant Agreement, of all known or potential invasions of privacy <br />contained therein and of any portion of such document which was not produced in the performance of <br />this Grant Agreement. The GRANTEE shall provide COMMERCE with prompt written notice of each <br />notice or claim of infringement received by the GRANTEE with respect to any Materials delivered <br />under this Grant Agreement. COMMERCE shall have the right to modify or remove any restrictive <br />markings placed upon the Materials by the GRANTEE. <br />17. DISALLOWED COSTS <br />The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own <br />organization or that of its subgrantees/subcontractors. <br />18. DISPUTES <br />Except as otherwise provided in this Grant Agreement, when a dispute arises between the parties <br />and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the <br />Director of COMMERCE, who may designate a neutral person to decide the dispute. <br />The request for a dispute hearing must: <br />i. be in writing; <br />ii. state the disputed issues; <br />iii. state the relative positions of the parties; <br />iv. state the GRANTEE's name, address, and Grant Agreement number; and <br />V. be mailed to the Director and the other party's (respondent's) Grant Agreement <br />Representative within 3 working days after the parties agree that they cannot resolve the <br />dispute. <br />The respondent shall send a written answer to the requestor's statement to both the Director or the <br />Director's designee and the requestor within five (5) working days. <br />The Director or designee shall review the written statements and reply in writing to both parties within <br />10 working days. The Director or designee may extend this period if necessary by notifying the <br />parties. <br />The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. <br />20 <br />