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Docusign Envetope lD; .12F063OC-C F2Z_4gO4_g4CD_F83EBC6F2C.t 0lrh tli:l::l .t ::r -:t, l" [1'r 1'ffii;iirjrli, GRANTEE warrants and represents that the GMNTEE has all rights and permissions, includingintellectual property rights, moral rights and rights of publicity, n"""i".ry1o grant such a license toCOMMERCE. The GRANTEE shall exert all reasonable effort to advise coMMERcE, at the time of delivery ofMaterials furnished under this GRANTEE, of all known or potential invasions of privacy containedtherein and of any portion of such document which was not produced in the performance of this GrantAgreement' The GRANTEE shall provide coMMERcE with prompt written notice of each notice orclaim of infringement received by the GRANTEE with respect to any Materials delivered under thisGrantAgreement' coMMERCE shall have the right to modify or remove any restrictive markings placedupon the Materiats by the GMNTEE. 9. Disputes ln the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board inthe following manner: Each party to this Agre#ent shalt appoint one member to the Dispute Board.The members so appointed shall jointly appoint an additional member to the Dispute Board. TheDispute Board shall review the facti, ngreement terms and appricable statutes and rules and make adetermination of the dispute. The Dispute Board shall thereafter decide the dispute with the majorityprevailing' The determination of the Dispute Board shallbe finalano oinoing on the parties hereto. Asan alternative to this process' either of the parties may request intervenlion by the Governor, asprovided by RCW 43.17.330, in which event the Governor's process will control. 10. Governing Law and Venue This Grant Agreement shall be construed and interpreted in accordance with the laws of the state ofWashington, and any applicable federal laws, and the venue of any action brought hereunder shall bein 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 andregistration requirements or standards necessary for the performance of this Grant Agreement. 13. Pubticitv The GRANTEE agrees not to publish or use any advertising or publicity materiats in which the state ofwashington or coMMERCE's name is mentioned, or language used from which the connection withthe state of washington's or coMMERcE's name may reasonably be inferred or implied, without theprior 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 torecapture funds in an amount to compensate cowtMERCE for the non"orpLnce in addition to anyother remedies available at law or in equity. Repayment by the GRANTEE of funds under this recapture provision shall occur within the time periodspecified by coMMERCE. ln the alternative, coMMERCE may recapture sutn rrno. from paymentsdue under this GRANTEE. Page 14 of 25