|
Docusign Envelope lD: F24ED3D0-D4D5499A-9588-1 246949365D'l
<br />l'l J J'iitr{l :rx r tld{a
<br />f.qt-13.!Fqnl :lf
<br />Comnrt't't:e
<br />B. The Contractor shall complywith all state and federal laws related to the use, sharing, transfer, sale,
<br />or disclosure of ConfiOential lnformation, The Contractor shall use Confidential lnformation solely
<br />for tne purpoies of this Conlract and shall not use, sh are, transfer, sell or disclose any Confidenlial
<br />lnformation to any third party except with the prior written consentof GOMMERCE or as may be
<br />requireo ny llw. ftre Contra*orshailtakeall necessarystepsto assurethatConfidential lnformalion
<br />is safeguardeJto prevent unauthorized use, sharing, trangler, sale or disclosure of Confidenlial
<br />lnformation or violition of any slate or federal laws related thereto. Upon reque-st, lh-e Contractor
<br />shall provide COMMER6E wit its policies and procedures on confidentiality. COMMERCE may
<br />require changes to such policies and procedures as they apply to.this contract whenetrer
<br />COMMERC-"reasonably determines ttiat changes are necessary to prevent unauthorized
<br />disclosures. The Contraclor shall make the ctianges within the time period spectlted by
<br />COMMERCE. Upon request, the Conbactor shall immediately retum to COMMERCE any
<br />Confidential lnformation that COMMERCE reasonably determines has not been adequately
<br />protected by the Contractor against unauthorized disclosure'
<br />C. Unauthorized Use or Disclosure.The Contractor shall notify COMMERCE within five (5) working
<br />days of anyunauthorized useordisclosure of anyconlidentialinformation, and shalltake necessary
<br />steps to mitigate the harmful effectrs of such use or disclosure'
<br />6. COPYRIGHT
<br />Unless otherwise provided, all Materials produced underthis Conlractshall be considered "wortsforhild'
<br />as defined by thi U.S. iopyrlght Act and shall be owned by COMMERCE. COMMERCE shall be
<br />considered the author of such Materials. ln the event the Mateiials are not considercd "works for hire'
<br />underthe U.S. Copy6ghtlaws, the Contractor hereby inevocably assigns all right, tifle, and jnterest in all
<br />Materials, incluOing aii intellectual property rights, moral righls, and rights of publicity to COMMERCE
<br />effective from th e moment of creation of su ch Materials'
<br />',Materials" means all items in any format and includes, but is not limited to, data, reports, documenb,
<br />pampfrt.ts, aOvertisements, books, magazines, surveys, studies, compuler programs, films, tapes, and/or
<br />sound reproductions. "Ownenhip" inchidesthe rightto copyright, patent, register and the abilityto transler
<br />these rights.
<br />For Materials thatare delivered underthe contract, butthatincorporatepre-existing materialsnotproduced
<br />u nderthe Contraci, ttre iontractor hereby grants to COMMERCE a nonexclusive, royalty-free, inevocaUe
<br />llcense (with rights to sublicense to otneri) in such Materials to fanslate, reproduce, distribute, prepare
<br />derivative works, publicly perform, anO pu Ulicty Oisplay. The Contractor wanants and represents that the
<br />Confactor fras atirlgnts and permissions, inctirOinb intetteduat property rights, moral rightrs and rights of
<br />publicity, necessary to grant such a license to COMMERCE'
<br />The Contractorshatl exert all reasonable effortto advise COMMERCE, at the time of d.elivery of Materials
<br />fumishedunderlhisContract,of all known orpotential invasionsof privacycontainedthereinandof any
<br />portion of such documentwhicfr wasnotproduced in the performanceof this Contract. The Contractorshall
<br />broviOe COMMERCE with prompt written notice of eacir notice or claim of infringement received by the
<br />Contractorwitn r"spe-cito a'ny Mit"tiuts O"livered underthis Contract. COMMERCE shallhave the rightb
<br />modify or remove any restriciive markings placed upon the Materials by the Contractor.
<br />7. DISPUTES
<br />ln theeventthata disputearises underlhisAgreement,itshall be determinedbyaDisputeBoard in the
<br />following manner: Each party to this Agreement shall appoint one member to the Dispute Board' The
<br />members
<br />"o "ppoipt"O
<br />shall.!ointly appointan additional memberto the Dispute Board. The Dispute Boad
<br />shall reviewthe facts, Agreementterms and applicable statutes and rules and make a determination of tre
<br />dispute. The Dispuie board shall thereaftei decide the dispute with the majority prevailing. The
<br />determination of the Dispute Board shall befinal and binding on theparties hereto. As an altemative to this
<br />process, eitherof the parties may request intervention bythe Govemor, as provided by RCW 43'17'330'
<br />in which event the Govemo/s process will control'
<br />8. GOYERNING LAWAND VEI'IUE
<br />ThisContractshall beconstruedandinterpretedin accordancewiththelawsof thestrate of Washin@n'
<br />and the venue of any action brought herzundershall be in the Superior Court for Thurston County'
<br />Page I of 15
|