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9.2. This Agreement shall be interpreted, construed, and governed by the laws of the <br />State of North Carolina, without regard to conflict of law provisions. <br />10. Miscellaneous <br />10.1. During the term of this Agreement and for a period of one (1) year following the <br />termination or expiration of this Agreement for any reason, neither party shall employ nor offer or <br />seek to employ, either directly or indirectly, any person who, at that time or within the last six (6) <br />months, was either employed or engaged as an independent contractor by the other party. <br />10.2. The parties are and intend to be independent contractors with respect to the <br />services contemplated hereunder. IIS agrees that neither it nor its employees or contractors shall <br />be considered as having an employee status with County. All persons employed by IIS to <br />perform Services shall be subject to the exclusive direction and control of IIS. No form of joint <br />employer, joint venture, partnership, or similar relationship between the parties is intended or <br />hereby created. <br />10.3.. Neither party shall be liable for any failure or delay in the performance of its <br />obligations due to causes beyond the reasonable control of the party affected, including but not <br />limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor <br />shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, <br />hurricane, severe weather or other act of God. Each party shall promptly notify the other party in <br />the case of an event arising under this Section. <br />10.4. This Agreement constitutes the entire understanding of the parties with respect to <br />its subject matter, and supersedes all prior or contemporaneous written and oral agreements with <br />respect to its subject matter. Except as provided expressly herein, this Agreement shall not be <br />modified, amended, or in any way altered except in a written amendment executed by both of the <br />parties. No waiver of any provision of this Agreement, or of any rights or obligations of any party <br />hereunder, will be effective unless in writing and signed by the party waiving compliance. <br />10.5. Headings used in this Agreement are for convenience of reference only and shall <br />not be deemed a part of this Agreement. <br />10.6. Neither party may assign this Agreement or any right hereunder without the prior <br />written consent of the other party; provided however that IIS may assign this Agreement to the <br />acquirer of all or substantially all of its business, so long as such acquirer agrees in writing to be <br />bound by the terms of this Agreement and notice is provided to County within ten (10) days of <br />such transfer of any new entity, address and/or contact(s). Any attempted assignment not <br />authorized herein shall be null and void. <br />10.7. All notices required or permitted hereunder shall be in writing, delivered <br />personally; by certified or registered mail, or by overnight delivery by an established national <br />delivery service at the respective addresses first set forth above. Notices to IIS shall be sent to <br />the attention of Vice President, a-Gov Solutions or to such other person designated by IIS in a <br />written notice to County. Notices to County shall be sent to the attention of Tax Administrator or <br />to such other person designated by County in a written notice to IIS. All notices shall be deemed <br />effective upon personal delivery or when received if sent by certified or registered mail or by <br />overnight delivery. <br />Page 5 <br />