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<br />Willful Wage
<br />Violation
<br />Certification
<br />If the Maximum Compensation Amount under this Agreement is $10,000 or
<br />greater, then, by signing this Agreement, the Service Provider certifies that,
<br />within the five-year period immediately preceding the date of Service
<br />Provider’s signature, the Service Provider has not been determined by a final
<br />and binding citation and notice of assessment issued by the Washington
<br />Department of Labor and Industries or through a civil judgment entered by a
<br />court of limited or general jurisdiction to have willfully violated, as defined in
<br />RCW 49.48.082, any provision of chapter 49.46, 49.48, or 49.52 RCW. This
<br />certification covers any entity, however organized, that is substantially
<br />identical to Service Provider. Submission of an untrue certification by Service
<br />Provider is a material breach and cause for Agreement termination.
<br />Additional
<br />Provisions
<br />Section 2 of the General Provisions is replaced with the following:
<br />“Intellectual Property. All training content, materials, curricula,
<br />presentations, handouts, exercises, scenarios, slides, recordings, and
<br />other works created, prepared, or delivered by Service Provider in
<br />connection with this Agreement (collectively, the “Training Materials”)
<br />are and shall remain the sole and exclusive intellectual property of
<br />Service Provider. The parties expressly agree that the Training Materials
<br />are not “works made for hire” as that term is defined under 17 U.S.C. §
<br />101, and that no ownership rights in the Training Materials are
<br />transferred to the City under this Agreement. Service Provider retains
<br />all right, title, and interest in and to the Training Materials, including all
<br />copyrights, trade secrets, trademarks, and other proprietary rights
<br />therein, whether existing now or developed in the future. Subject to full
<br />payment under this Agreement, Service Provider grants the City a
<br />limited, non-exclusive, non-transferable, non-sublicensable license to
<br />use the Training Materials solely for the City’s internal training and
<br />educational purposes. Subject to the Washington Public Records Act,
<br />the City may not reproduce, distribute, modify, record, publish, or share
<br />the Training Materials outside the City, nor use them to train third
<br />parties, without Service Provider’s prior written consent. Nothing in this
<br />Agreement shall restrict Service Provider’s right to use, reuse, modify,
<br />license, sell, or otherwise exploit the Training Materials, in whole or in
<br />part, for other clients, presentations, publications, or commercial
<br />purposes. Service Provider represents that the Training Materials do not
<br />knowingly infringe upon the intellectual property rights of any third
<br />party. Service Provider shall not be responsible for modifications, uses,
<br />or distributions of the Training Materials made by the City outside the
<br />scope of the license granted herein.”
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<br />END OF BASIC PROVISIONS
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