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<br />10. CONFLICT OF INTEREST
<br />Grantee 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
<br />contracts. Grantee must comply with the following minimum requirements:
<br />A. No employee, officer, or agent may participate in the selection, award, or administration of a
<br />contract if he or she has a real or apparent conflict of interest. Such a conflict of interest would
<br />arise when the employee, officer, or agent, any member of his or her immediate family, his or
<br />her partner, or an organization which employs or is about to employ any of the parties indicated
<br />herein, has a financial or other interest in or a tangible personal benefit from a firm considered
<br />for a contract. The officers, employees, and agents of the Grantee may neither solicit nor accept
<br />gratuities, favors, or anything of monetary value from Grantees or parties to subcontracts and
<br />must comply with RCW 39.26.020. However, Grantee may set standards for situations in which
<br />the financial interest is not substantial or the gift is an unsolicited item of nominal value. The
<br />standards of conduct must provide for disciplinary actions to be applied for violations of such
<br />standards by officers, employees, or agents of the Grantee.
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<br />B. If the Grantee has a parent, affiliate, or subsidiary organization that is not a state, local
<br />government, or federally recognized tribe, the Grantee must also maintain written standards of
<br />conduct covering organizational conflicts of interest. Organization al conflicts of interest means
<br />that because of relationships with a parent company, affiliate, or subsidiary organization, the
<br />Grantee is unable or appears to be unable to be impartial in conducting a procurement action
<br />involving a related organization.
<br />11. COPYRIGHT
<br />Unless otherwise provided, all Materials produced under this Grant shall be considered "works for
<br />hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
<br />be considered the author of such Materials. In the event the Materials are not considered “works for
<br />hire” under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest
<br />in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
<br />COMMERCE 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 ri ght to copyright, patent, register and the ability
<br />to transfer these rights.
<br />For Materials that are delivered under the Grant, but that incorporate pre-existing materials not
<br />produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty-free,
<br />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 Grantee warrants and
<br />represents that the Grantee has all rights and permissions, including intellectual property rights, moral
<br />rights and rights of publicity, necessary to grant such a 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, 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 Grant. The
<br />Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement
<br />received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall
<br />have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee.
<br />12. DISPUTES
<br />Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot
<br />be resolved by direct negotiation, either party may request a dispute hearing with the Director of
<br />COMMERCE, who may designate a neutral person to decide the dispute.
<br />The request for a dispute hearing must:
<br />Docusign Envelope ID: 59790314-4A8A-45DB-8130-00ABDE3419DF
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