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shall be brought in the superior court situated in Thurston County, Washington.15.GOVERNANCE15.1.This Agreement is entered into pursuant to and under the authority granted by the laws of the stateof Washington and any applicable federal laws. The provisions of this Agreement shall be construed toconform to those laws.15.2.In the event of an inconsistency in the terms of this Agreement, or between its terms and anyapplicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order:15.2.1.Applicable federal and state statutes and rules15.2.2.Terms and Conditions of this Agreement15.2.3.Any Amendment executed under this Agreement15.2.4.Any SOW executed under this Agreement15.2.5.Any other provisions of the Agreement, including materials incorporated by reference16.INCOMEAny income earned by the SUB-RECIPIENT from the conduct of the SOW (e.g., sale of publications,registration fees, or service charges) must be accounted for, reported to WTSC, and that income must beapplied to project purposes or used to reduce project costs.17.INDEMNIFICATION17.1.To the fullest extent permitted by law, the SUB-RECIPIENT shall indemnify and hold harmless theWTSC, its officers, employees, and agents, and process and defend at its own expense any and all claims,demands, suits at law or equity, actions, penalties, losses, damages, or costs of whatsoever kind(“claims”) brought against WTSC arising out of or in connection with this Agreement and/or the SUB-RECIPIENT’s performance or failure to perform any aspect of the Agreement. This indemnity provisionapplies to all claims against WTSC, its officers, employees, and agents arising out of, in connection with,or incident to the acts or omissions of the SUB-RECIPIENT, its officers, employees, agents, contractors,and subcontractors. Provided, however, that nothing herein shall require the SUB-RECIPIENT to indemnifyand hold harmless or defend the WTSC, its agents, employees, or officers to the extent that claims arecaused by the negligent acts or omissions of the WTSC, its officers, employees or agents; and providedfurther that if such claims result from the concurrent negligence of(a) the SUB-RECIPIENT, its officers, employees, agents, contractors, or subcontractors, and (b) the WTSC,its officers, employees, or agents, or involves those actions covered by RCW 4.24.115, the indemnityprovisions provided herein shall be valid and enforceable only to the extent of the negligence of the SUB-RECIPIENT, its officers, employees, agents, contractors, or subcontractors.
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