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21 . Patent/Copyright lnfringement: <br />Contractor wit[ defend and indemnify the County from any ctaimed action, cause or demand <br />brought against the County; to the extent such action is based on the ctaim that information <br />supptied by the Contractor infringes any patent or copyright. The Contractor wil,t pay those <br />costs and damages attributabte to any such ctaims that are final,ty awarded against the <br />County in any action. Such defense and payments are conditioned upon the fottowing: <br />21.1 Contractor shaLt be notified promptl.y in writing by County of any notice of such <br />ctaim. <br />21.2 Contractor shatl have the right, hereunder, at its option and expense, to obtain <br />for the County the right to continue using the information, in the event such <br />ctaim of infringement is made, provided no reduction in performance or loss <br />resutts to the County. <br />22. Disputes: <br />22.1 GeneraI <br />Differences between the Contractor and the County, arising under and by <br />virtue of the Agreement Documents shatl, be brought to the attention of the <br />County at the eartiest possibte time in order that such matters may be settled, <br />or other appropriate action promptty taken. Except for such objections as are <br />made of record in the manner hereinafter specified and within the time Limits <br />stated, the records, orders, instructions, and decisions of the Kittitas County <br />Commissioners shattbe final. and conclusive. <br />22.2 Notice of PotentiaI Ctaims <br />The Contractor shat[ not be entitted to additionaI compensation which <br />otherwise may be payabte, or to extension of time for (1) any act or faiture to act <br />by the County, or (2) the happening of any event or occurrence, untess the <br />Contractor has given the County a written Notice of Potentiat Ctaim within ten <br />(10) days of the commencement of the act, faiture, or event giving rise to the <br />ctaim, and before final payment by the County. The written Notice of Potential <br />Ctaim shat[ set forth the reasons for which the Contractor betieves additionaI <br />compensation or extension of time is due, the nature of the cost invotved, and <br />insofar as possibte, the amount of the potential ctaim. Contractor shaLt keep <br />futl and comptete daity records of the work performed, [abor and material <br />used, and a[[ costs and additional time ctaimed to be additionat. <br />22.3 Detaited CLaim <br />The Contractor shatl not be entitted to ctaim any such additionat <br />compensation, or extension of time, untess within thirty (30) days of the <br />comptetion of the portion of the work from which the ctaim arose, and before <br />finat payment by the County, the Contractor has given the County a detail,ed <br />written statement of each etement of cost or other compensation requested <br />Kittitas County ProfessionaI Services Agreement <br />Page 10 of 20