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to this Contract is deemed by the State to be contrary to the public interest or the <br />State's best interest. <br />e. Intellectual Property <br />If any Work infringes, or if the State in its sole discretion determines that any <br />Work is likely to infringe, a patent, copyright, trademark, trade secret or other <br />intellectual property right, Contractor shall, as approved by the State (i) secure <br />that right to use such Work for the State and Contractor; (ii) replace the Work <br />with noninfringing Work or modify the Work so that it becomes noninfringing; <br />or, (iii) remove any infringing Work and refund the amount paid for such Work <br />to the State. <br />B. Contractor's Remedies <br />If the State is in breach of any provision of this Contract and does not cure such breach, <br />Contractor, following the notice and cure period in §11 and the dispute resolution process <br />in §13 shall have all remedies available at law and equity. <br />13. DISPUTE RESOLUTION <br />A. Initial Resolution <br />Except as herein specifically provided otherwise, disputes concerning the performance of <br />this Contract which cannot be resolved by the designated Contract representatives shall be <br />referred in writing to a senior departmental management staff member designated by the <br />State and a senior manager designated by Contractor for resolution. <br />B. Resolution of Controversies <br />Ni <br />If the initial resolution described in §13.A fails to resolve the dispute within 10 Business <br />Days, Contractor shall submit any alleged breach of this Contract by the State to the <br />Procurement Official of the State Agency named on the Cover Page of this Contract as <br />described in §24-102-202(3), C.R.S. for resolution in accordance with the provisions of <br />§§24-106-109, and 24-109-101.1 through 24-109-505, C.R.S., (the "Resolution Statutes"), <br />except that if Contractor wishes to challenge any decision rendered by the Procurement <br />Official, Contractor's challenge shall be an appeal to the executive director of the <br />Department of Personnel and Administration, or their delegate, under the Resolution <br />Statutes before Contractor pursues any further action as permitted by such statutes. Except <br />as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply <br />including, without limitation, time limitations. <br />14. NOTICES AND REPRESENTATIVES <br />Each individual identified as a Principal Representative on the Cover Page for this Contract shall <br />be the principal representative of the designating Party. All notices required or permitted to be <br />given under this Contract shall be in writing, and shall be delivered (A) by hand with receipt <br />required, (B) by certified or registered mail to such Party's principal representative at the address <br />set forth below or (C) as an email with read receipt requested to the principal representative at <br />the email address, if any, set forth on the Cover Page for this Contract. If a Party delivers a notice <br />to another through email and the email is undeliverable, then, unless the Party has been provided <br />with an alternate email contact, the Party delivering the notice shall deliver the notice by hand <br />with receipt required or by certified or registered mail to such Party's principal representative at <br />the address set forth on the Cover Page for this Contract. Either Party may change its principal <br />Contract Number: Page 14 of 20 Version <br />12.1.2024 <br />21 <br />