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<br />COMMERCE any Confidential Information that COMMERCE reasonably determines has not
<br />been adequately protected by the Subrecipient against unauthorized disclosure.
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<br />c. Unauthorized Use or Disclosure. The Subrecipient shall notify COMMERCE within five (5) working
<br />days of any unauthorized use or disclosure of any confidential information, and shall take necessary
<br />steps to mitigate the harmful effects of such use or disclosure.
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<br />14. Conformance
<br />If any provision of this contract violates any statute or rule of law of the state of Washington, it is considered
<br />modified to conform to that statute or rule of law.
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<br />15. Conflict of Interest
<br />Subrecipient must maintain and comply with written standards of conduct covering conflicts of interest and
<br />governing the actions of its employees engaged in the selection, award and administration of contracts.
<br />Subrecipient must comply with the following minimum requirements:
<br />No employee, officer, or agent may participate in the selection, award, or administration of a contract if he
<br />or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee,
<br />officer, or agent, any member of his or her immediate family, his or her partner, or an organization which
<br />employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a
<br />tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of the
<br />Subrecipient may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors
<br />or parties to subcontracts and must comply with RCW 39.26.020. However, Subrecipient may set standards
<br />for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal
<br />value. The standards of conduct must provide for disciplinary actions to be applied for violations of such
<br />standards by officers, employees, or agents of the Subrecipient.
<br />If the Subrecipient has a parent, affiliate, or subsidiary organization that is not a state, local government, or
<br />federally recognized tribe, the Subrecipient must also maintain written standards of conduct covering
<br />organizational conflicts of interest. Organizational conflicts of interest means that because of relationships
<br />with a parent company, affiliate, or subsidiary organization, the Subrecipient is unable or appears to be
<br />unable to be impartial in conducting a procurement action involving a related organization.
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<br />16. Copyright Provisions
<br />Unless otherwise provided, all Materials produced under this Contract 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 author of such Materials. In the event the Materials are not considered “works for hire” under
<br />the U.S. Copyright laws, the Subrecipient 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 right to copyright, patent, register and the ability to transfer
<br />these rights.
<br />For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced
<br />under the Contract, the Subrecipient hereby grants to COMMERCE a nonexclusive, royalty-free,
<br />irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute,
<br />prepare derivative works, publicly perform, and publicly display. The Subrecipient warrants and represents
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