Orange County NC Website
1°b <br />9. Tndemnification_ The parties hereto agree to defend, indemnify and hold one <br />another harmless from and against any and all liability, loss, expense, attorneys' fees, or <br />claims for injury and/or damages arising from or in any way connected to the performance <br />of this Agreement, but only to the extent that such liability, loss, expense, attorneys' fees, or <br />claims for injury or damages are caused by or result from the negligent or intentional acts or <br />omissions of the indemnifying party, its officers, agents or employees. <br />10. Pn~ County acknowledges that the development of the products and <br />reports to be provided to the County may involve the use of copyrighted systems belonging <br />to the Consultant. County may use such products and reports at will where solely for and <br />on behalf of County's operations. County agrees that it will take appropriate action by <br />instruction, agreement or otherwise with its employees to satisfy its obligations with respect <br />to use, copying, protection and security. <br />11. Accom=nlishment of Prnip~t The Consultant shall commence, carry on, and <br />complete the project with all practicable dispatch, in a sound economical and efficient <br />manner, in accordance with the provisions thereof and all applicable laws. In accomplishing <br />the project, the Consultant shall take such steps as are appropriate to insure that the work <br />involved is properly coordinated with related work being carried on within the County. <br />12. Provisions Pnncerning Pertain Waivers. Subject to applicable law, any right <br />or remedy which the County may have under this contract maybe waived in writing by the <br />County by a formal waiver, if, in the judgment of the County, this contract, as so modified, <br />will still conform fo the terms and requirements of pertinent laws. • <br />13. Matters n he nisr .garded. The titles of the several sections, subsections, and <br />paragraphs set forth in this contract are inserted for convenience of reference only and shall <br />be disregarded in construing or interpreting any of the provisions of this contract. <br />14. P~ leteness of Pnntract. This contract and any additional or supplementary <br />document or documents incorporated herein by specific reference contain all the terms and <br />conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, <br />regarding the subject matter of this contract or any part thereof shall have any validity or <br />bind any of the parties hereto. <br />15. ~hligatinn to Third Parties. Neither the County nor the Consultant shall be <br />obligated or liable hereunder to any party other than to each other. <br />16. When Rights and Remedies Not Waived. In no event shall the making by the <br />County of any payment to the Consultant constitute or be construed as a waiver by the <br />County of any breach of covenant, or any default which may then exist, on the part of the <br />Consultant, and the making of any such payment by the County while any such breach or <br />default exists shall in no wise impair or prejudice any right or remedy available to the <br />County in respect to such breach or default. <br />17. Personnel. The Consultant represents that he has, or will secure at his own <br />4 • <br />