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GENERAL TERMS AND CONDITIONS
<br /> INTERAGENCY AGREEMENT
<br /> STATE FUNDS
<br /> Confidential Information or violation of any state or federal laws related thereto. Upon request, the
<br /> Contractor shall provide COMMERCE with its policies and procedures on confidentiality.
<br /> COMMERCE may require changes to such policies and procedures as they apply to this Contract
<br /> whenever COMMERCE reasonably determines that changes are necessary to prevent
<br /> unauthorized disclosures. The Contractor shall make the changes within the time period specified
<br /> by 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 /> C. Unauthorized Use or Disclosure. The Contractor 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.
<br /> 6. COPYRIGHT
<br /> Unless otherwise provided, all Materials produced under this Contract shall be considered "works for
<br /> hire"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"
<br /> under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in
<br /> all 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,
<br /> and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability
<br /> to transfer these rights.
<br /> For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
<br /> produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty-
<br /> free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
<br /> distribute, prepare derivative works, publicly perform, and publicly display.The Contractor warrants and
<br /> represents that the Contractor has all rights and permissions, including intellectual property rights,
<br /> moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
<br /> The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
<br /> Materials furnished under this Contract, of all known or potential invasions of privacy contained therein
<br /> and of any portion of such document which was not produced in the performance of this Contract. The
<br /> Contractor shall provide COMMERCE with prompt written notice of each notice or claim of infringement
<br /> received by the Contractor with respect to any Materials delivered under this Contract. COMMERCE
<br /> shall have the right to modify or remove any restrictive markings placed upon the Materials by the
<br /> Contractor.
<br /> 7. DISPUTES
<br /> In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
<br /> the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
<br /> The members so appointed shall jointly appoint an additional member to the Dispute Board. The
<br /> Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
<br /> determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
<br /> prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As
<br /> an alternative to this process, either of the parties may request intervention by the Governor, as
<br /> provided by RCW 43.17.330, in which event the Governor's process will control.
<br /> 8. GOVERNING LAW AND VENUE
<br /> This Contract shall be construed and interpreted in accordance with the laws of the state of Washington,
<br /> and any applicable federal laws, and the venue of any action brought hereunder shall be in the Superior
<br /> Court for Thurston County.
<br /> State of Washington Interagency Agreement Updated August 2019
<br /> Department of Commerce Page 4
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