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14.2. Performance During Dispute. Unless otherwise directed by WTSC, the SUB -RECIPIENT shall <br />continue performance under this Agreement while matters in dispute are being resolved. <br />14.3 In the event that either Party deems it necessary to institute legal action or proceedings to enforce <br />any right or obligation under this Agreement, the Parties hereto agree that any such action or <br />proceedings shall be brought in the superior court situated in Thurston County, Washington. <br />15. GOVERNANCE <br />15.1. This Agreement is entered into pursuant to and under the authority granted by the laws of the state <br />of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to <br />conform to those laws. <br />15.2. In the event of an inconsistency in the terms of this Agreement, or between its terms and any <br />applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following <br />order: <br />15.2.1. Applicable federal and state statutes and rules <br />15.2.2. Terms and Conditions of this Agreement <br />15.2.3. Any Amendment executed under this Agreement <br />15.2.4. Any SOW executed under this Agreement <br />15.2.5. Any other provisions of the Agreement, including materials incorporated by reference <br />16. INCOME <br />Any income earned by the SUB -RECIPIENT from the conduct of the SOW (e.g., sale of publications, <br />registration fees, or service charges) must be accounted for, reported to WTSC, and that income must be <br />applied to project purposes or used to reduce project costs. <br />17. INDEMNIFICATION <br />17.1. To the fullest extent permitted by law, the SUB -RECIPIENT shall indemnify and hold harmless the <br />WTSC, its officers, employees, and agents, and process and defend at its own expense any and all <br />claims, demands, suits at law or equity, actions, penalties, losses, damages, or costs of whatsoever kind <br />("claims") brought against WTSC arising out of or in connection with this Agreement and/or the SUB- <br />RECIPIENT's performance or failure to perform any aspect of the Agreement. This indemnity provision <br />applies to all claims against WTSC, its officers, employees, and agents arising out of, in connection with, <br />or incident to the acts or omissions of the SUB -RECIPIENT, its officers, employees, agents, contractors, <br />and subcontractors. Provided, however, that nothing herein shall require the SUB -RECIPIENT to <br />indemnify and hold harmless or defend the WTSC, its agents, employees, or officers to the extent that <br />claims are caused by the negligent acts or omissions of the WTSC, its officers, employees or agents; and <br />provided further that if such claims result from the concurrent negligence of (a) the SUB -RECIPIENT, its <br />page 9 of 26 <br />