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GENERAL TERMS AND CONDITIONS
<br /> GENERAL GRANT
<br /> FEDERAL FUNDS
<br /> state of Washington employees or former state employees employed or on the firm's governing board
<br /> during the past 24 months. Identify the individual by name,the agency previously or currently employed
<br /> by, job title or position held, and separation date. If it is determined by COMMERCE that a conflict of
<br /> interest exists, the Grantee may be disqualified from further consideration for the award of a contract.
<br /> In the event this Grant is terminated as provided above, COMMERCE shall be entitled to pursue the
<br /> same remedies against the Grantee as it could pursue in the event of a breach of the Grant by the
<br /> Grantee. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and
<br /> are in addition to any other rights and remedies provided by law. The existence of facts upon which
<br /> COMMERCE makes any determination under this clause shall be an issue and may be reviewed as
<br /> provided in the"Disputes" clause of this Grant.
<br /> 12. COPYRIGHT PROVISIONS
<br /> Unless otherwise provided, all Materials produced under this Grant shall be considered"works for hire"
<br /> as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
<br /> considered the author of such Materials. In the event the Materials are not considered "works for hire"
<br /> under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest in all
<br /> Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE
<br /> 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 right 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 Materials
<br /> furnished under this Grant, of all known or potential invasions of privacy contained therein and of any
<br /> portion of such document which was not produced in the performance of this Grant. The Grantee shall
<br /> provide COMMERCE with prompt written notice of each notice or claim of infringement received by the
<br /> Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to
<br /> modify or remove any restrictive markings placed upon the Materials by the Grantee.
<br /> 13. DISPUTES
<br /> Except as otherwise provided in this Grant,when a dispute arises between the parties and it cannot be
<br /> resolved by direct negotiation, either party may request a dispute hearing with COMMERCE's Director,
<br /> who may designate a neutral person to decide the dispute.
<br /> The request for a dispute hearing must:
<br /> • be in writing;
<br /> • state the disputed issues;
<br /> • state the relative positions of the parties;
<br /> • state the Grantee's name, address, and Grant number; and
<br /> • be mailed to the Director and the other party's(respondent's)Grant Representative within three(3)
<br /> working days after the parties agree that they cannot resolve the dispute.
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