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Docusign Envelope ID: F24ED3D0-D4D6-499A-9588-1246949365D1
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<br />The Contractorshall comply with all state and federal laws related to the use, sharing, transfer, sale,
<br />or disclosure of Confidential Information. The Contractor shall use Confidential Information solely
<br />for the pu rposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential
<br />Information to any third party except with the prior written consentof COMMERCE or as may be
<br />required by law. The Contractorsh all take all necessary steps to assure that Confidential Information
<br />is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential
<br />Information or violation of any state or federal laws related thereto. upon request, the Contractor
<br />shall provide COMMERCE with its poticies 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 Contractor shall make the changes within the time period specified by
<br />COMMERCE. Upon request, the Contractor shall immediately return to COMMERCE any
<br />Confidential Information that COMMERCE reasonably determines has not been adequately
<br />protected by the Contractor against unauthorized disclosure.
<br />B.
<br />C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working
<br />days of any unau thorized use or disclosure of anyconfidential information, and shall take necessary
<br />steps to mitigate the harmful effects of such use or disclosure.
<br />6. COPYRIGHT
<br />Unless otherwise provided, all Materials produced underthis Con tract shall be considered "works for hire"
<br />as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
<br />considered the authorof such Materials. In the event the Materials are not considered "works for hire'
<br />underthe U.S. Copyrightlaws, the Contractor hereby irrevocably assigns all right, title, 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, documents,
<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 u n derth a Contract, bu tth at in corporate pre-existin g materials notprodu red
<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 />derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the
<br />Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of
<br />publicity, necessary to grantsuch a license to COMMERCE.
<br />The Contractor shall exert all reasonable effortto advise COMMERCE, at the time of deliveryof Materials
<br />furnished underthis Contract, of all known orpotentiai invasionsof privacy contained therein and of any
<br />portion of such docu mentwh ich was n otprod u ced in the performan ce of this Contract. The Con tractorsh all
<br />provide COMMERCEwith prompt written notice of each notice or claim of infringement received by the
<br />Contractorwith respectto any Materials delivered underthis Contract. COMMERCE shall havetherightto
<br />modify or remove any restrictive markings placed upon the Materials by the Contractor.
<br />7. DISPUTES
<br />In the eventthata disputearises under this Agreement, itshall 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 />members so appointed shalljointly appointan additional memberto the Dispute Board. The Dispute Board
<br />shall reviewthe facts, Agreementterms and applicable statutes and rules and make a determination of the
<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 alterative to this
<br />process, eitherof the parties may request intervention bythe Governor, as provided by RCW 43.17.330,
<br />in which event the Govemor's process will control.
<br />8. GOVERNING LAW AND VENUE
<br />This Contract shall be construed and interpreted in accordancewith the laws of the state of Washington,
<br />and the venue of any action brought hereundershall be in the Superior Court for Thurston County.
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