2009-097 IT - Intelligent Information Systems, Inc. - Addendum to Software Maintenance and Support Agreement

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regardless of any other insurance coverage, which County may procure for its own benefit. 7.3. The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and IIS' compensation for the Services reflects such allocations. 7.4. The terms of this Agreement may only be amended with a written Contract Amendment executed by both Parties. IIS's proposals should also include the name of the company's contact person and mailing information. 8. Dispute Resolution 8.1. The parties agree to attempt to resolve any controversy, claim or dispute ("Dispute") arising out of or relating to this Agreement by means of good faith discussion and negotiation. In the event that a Dispute cannot be resolved at the project level, then designated senior executives of the parties shall meet and enter into further good faith settlement negotiations. If such senior executives cannot resolve the Dispute within thirty (30) days, the parties agree to try in good faith to settle the dispute by nonbinding mediation administered by a mutually agreed third- party mediator before resorting to litigation. If the parties do not reach such solution within a period of sixty (60) days after engagement of a mediator, then, either party may initiate a law suit exclusively in a state court located in Orange County, and the parties agree to waive any objection to the personal jurisdiction of such courts. The venue for any mediation on shall be in Orange County. 8.2. This Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without regard to conflict of law provisions. 9. Miscellaneous 9.1. During the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement for any reason, neither party shall employ nor offer or seek to employ, either directly or indirectly, any person who, at that time or within the last six (6) months, was either employed or engaged as an independent contractor by the other party. 9.2. The parties are and intend to be independent contractors with respect to the services contemplated hereunder. IIS agrees that neither it nor its employees or contractors shall be considered as having an employee status with County. All persons employed by IIS to perform Services shall be subject to the exclusive direction and control of IIS. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created. IIS shall operate as an independent contractor for all purposes. Without limiting in any way and subject to the terms of Section 7 of this Agreement, the Parties agree to each be solely responsible for their own acts and omissions in the performance of each of their individual duties hereunder, and shall be financially and legally responsible for all liabilities, costs, damages, expenses and attorney fees resulting from, or attributable to any and all of their individual acts or omissions to the extent allowable by law. 9.3. Neither party shall be liable for any failure or delay in the performance of its obligations due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other act of God. Each party shall promptly notify the other party in the case of an event arising under this Section. 9.4. This Agreement, including all Schedules, constitutes the entire understanding of the parties with respect to its subject matter, and supersedes all prior or contemporaneous written and oral agreements with respect to its subject matter. Except as provided expressly herein, this Agreement shall not be modified, amended, or in any way altered except in a written -5-