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OSOS No. I-8051 <br /> <br />Records available to any third party or par�es without first giving no�ce to the furnishing Party <br />and giving a reasonable opportunity to respond. Each Party will u�lize reasonable security <br />procedures and protec�ons to assure that the Records provided by the other Party are not <br />erroneously disclosed to any third party or par�es. <br /> <br />11. COPYRIGHT. WSL shall be the copyright owner for all purposes under Title 17 U.S.C. of all <br />data which originates from this Agreement. Data shall include, but is not limited to, reports, <br />documents, pamphlets, adver�sements, books, magazines, surveys, studies, computer programs, <br />films, tapes, and/or sound reproduc�ons. Ownership includes the right to copyright, patent, <br />register, and the ability to transfer these rights. <br /> <br />12. AMENDMENTS. This Agreement may be amended by mutual agreement of the Par�es. <br />Any such amendment shall not be binding unless it is in wri�ng and signed by personnel duly <br />authorized to bind each of the Par�es. <br /> <br />13. INDEPENDENT CAPACITY. The employees or agents of each Party who are engaged in the <br />performance of this Agreement shall con�nue to be employees or agents of each Party and shall <br />not be considered for any purpose to be employees or agents of the other Party. Library shall not <br />enter into any contract or obliga�on on behalf of or in the name of WSL, nor shall Library <br />represent that it has authority to act on behalf of or in the name of WSL. <br /> <br />14. NONDISCRIMINATION. Each Party shall comply with all federal and state <br />nondiscrimina�on laws, regula�ons, and policies. <br /> <br />15. SAVINGS. The Par�es acknowledge that the ongoing provision of the Service at the cost <br />provided for in this Agreement is dependent upon funding from state and federal sources that <br />may cease to be available at a future date. In the event that funding from state, federal, or other <br />sources is withdrawn, reduced, or limited in any way a�er the Effec�ve Date (as hereina�er <br />defined) and prior to comple�on of the Service period under this Agreement, WSL may terminate <br />this Agreement under the Termina�on for Convenience clause, without a thirty (30)-calendar day <br />prior writen no�ce requirement, subject to renego�a�on under the new funding limita�ons and <br />condi�ons. In the event of reduced funding, Library may be subject to a propor�onal reduc�on <br />in its subsidy, up to but not exceeding the percentage of reduc�on in overall funding to WSL for <br />the Program. <br /> <br />16. TERMINATION. Either Party may terminate this Agreement upon one-hundred-eighty <br />(180)-calendar days’ prior writen no�ce to the other Party. Library is responsible for its net <br />financial obliga�on iden�fied in Atachment A- Library’s Service & Annual Share of Costs as <br />“Library’s Annual Share” un�l the end of this period. If Library chooses to terminate the Service <br />or this Agreement prior to its expira�on (including any applicable extension period), Library will <br />be responsible for the full cost of early termina�on charges assessed by Vendor, as WSL is unable <br />Page 11 of 29