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21 <br />For Materials that are delivered under the Grant Agreement, but that incorporate pre-existing <br />materials not produced under the Grant Agreement, the GRANTEE grants to COMMERCE a <br />nonexclusive, royalty-free, irrevocable license (with rights to sublicense to others) in such Materials <br />to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. <br />The GRANTEE warrants and represents that the GRANTEE has all rights and permissions, <br />including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a <br />license to COMMERCE. <br />The GRANTEE shall exert all reasonable effort to advise COMMERCE, at the time of delivery of <br />Materials furnished under this Grant Agreement, of all known or potential invasions of privacy <br />contained therein and of any portion of such document which was not produced in the performance <br />of this Grant Agreement. The GRANTEE shall provide COMMERCE with prompt written notice of <br />each notice or claim of infringement received by the GRANTEE with respect to any Materials <br />delivered under this Grant Agreement. COMMERCE shall have the right to modify or remove any <br />restrictive markings placed upon the Materials by the GRANTEE. <br />17. DISALLOWED COSTS <br />The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own <br />organization or that of its subgrantees/subcontractors. <br />18. DISPUTES <br />Except as otherwise provided in this Grant Agreement, when a dispute arises between the parties <br />and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the <br />Director of COMMERCE, who may designate a neutral person to decide the dispute. <br />The request for a dispute hearing must: <br />i. be in writing; <br />ii. state the disputed issues; <br />iii. state the relative positions of the parties; <br />iv. state the GRANTEE's name, address, and Grant Agreement number; and <br />v. be mailed to the Director and the other party’s (respondent’s) Grant Agreement <br />Representative within 3 working days after the parties agree that they cannot resolve the <br />dispute. <br />The respondent shall send a written answer to the requestor’s statement to both the Director or the <br />Director’s designee and the requestor within 5 working days. <br />The Director or designee shall review the written statements and reply in writing to both parties <br />within 10 working days. The Director or designee may extend this period if necessary by notifying <br />the parties. <br />The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. <br />The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial <br />tribunal. <br />Nothing in this Grant Agreement shall be construed to limit the parties’ choice of a mutually <br />acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure <br />outlined above. <br />19. DUPLICATE PAYMENT <br />COMMERCE shall not pay the GRANTEE, if the GRANTEE has charged or will charge the State <br />of Washington or any other party under any other grant, subgrant/subcontract, contract, or <br />Docusign Envelope ID: 9B889CF2-7957-48F2-B06A-301BAAA8C3CA