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<br />B. The Subgrantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or
<br />disclosure of Confidential Information. The Subgrantee shall use Confidential Information solely for the purposes
<br />of this Subgrant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party
<br />except with the prior written consent of AWC or as may be required by law. The Subgrantee shall take all
<br />necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing,
<br />transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto.
<br />Upon request, the Subgrantee shall provide AWC with its policies and procedures on confidentiality. AWC may
<br />require changes to such policies and procedures as they apply to this Subgrant whenever AWC reasonably
<br />determines that changes are necessary to prevent unauthorized disclosures. The Subgrantee shall make the
<br />changes within the time period specified by AWC. Upon request, the Subgrantee shall immediately return to AWC
<br />any Confidential Information that AWC reasonably determines has not been adequately protected by the
<br />Subgrantee against unauthorized disclosure.
<br />C. Unauthorized Use or Disclosure. The Subgrantee shall notify AWC within five (5) working days of any
<br />unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the
<br />harmful effects of such use or disclosure.
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<br />10. CONFLICT OF INTEREST
<br />Subgrantee must maintain and comply with written standards of conduct covering conflicts of interest and governing
<br />the actions of its employees engaged in the selection, award and administration of contracts. Subgrantee must
<br />comply with the following minimum requirements:
<br />D. No employee, officer, or agent may participate in the selection, award, or administration of a contract if he or she
<br />has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or
<br />agent, any member of his or her immediate family, his or her partner, or an organization which employs or is
<br />about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal
<br />benefit from a firm considered for a contract. The officers, employees, and agents of the Subgrantee may neither
<br />solicit nor accept gratuities, favors, or anything of monetary value from Subgrantees or parties to subcontracts
<br />and must comply with Chap. 42,23 RCW. However, Subgrantee may set standards for situations in which the
<br />financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct
<br />must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or
<br />agents of the Subgrantee.
<br />E. If the Subgrantee has a parent, affiliate, or subsidiary organization that is not a state, local government, or
<br />federally recognized tribe, the Subgrantee must also maintain written standards of conduct covering
<br />organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a
<br />parent company, affiliate, or subsidiary organization, the Subgrantee is unable or appears to be unable to be
<br />impartial in conducting a procurement action involving a related organization.
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<br />11. COPYRIGHT
<br />Unless otherwise provided, all Materials produced under this Subgrant shall be considered "works for hire" as defined
<br />by the U.S. Copyright Act and shall be owned by C ommerce. Commerce shall be considered the author of such
<br />Materials. In the event the Materials are not considered “works for hire” under the U.S. Copyright laws, the
<br />Subgrantee hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property
<br />rights, moral rights, and rights of publicity to Commerce effective from the moment of creation of such Materials.
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<br />“Materials” means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets,
<br />advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions.
<br />“Ownership” includes the right to copyright, patent, register and the ability to transfer these rights.
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<br />For Materials that are delivered under the Subgrant, but that incorporate pre-existing materials not produced under
<br />the Subgrant, the Subgrantee hereby grants to AWC and Commerce a nonexclusive, royalty-free, irrevocable license
<br />(with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works,
<br />publicly perform, and publicly display. The Subgrantee warrants and represents that the Subgrantee has all rights and
<br />permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a
<br />license to Commerce.
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<br />The Subgrantee shall exert all reasonable effort to advise AWC, at the time of delivery of Materials furnished under
<br />this Subgrant, of all known or potential invasions of privacy contained therein and of any portion of such document
<br />which was not produced in the performance of this Subgrant. The Subgrantee shall provide AWC with prompt written
<br />notice of each notice or claim of infringement received by the Subgrantee with respect to any Materials delivered
<br />under this Subgrant. AWC and Commerce shall have the right to modify or remove any restrictive markings placed
<br />upon the Materials by the Subgrantee.
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<br />Docusign Envelope ID: E11F3824-B57B-4827-BEDB-7B35A1462326
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