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10.3 Governing Law <br />10.3.1 This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. <br />10.4 Dispute Resolution <br />10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to <br />any provision of, or the performance or non-performance of, this Agreement shall <br />be brought in the General Court of Justice of North Carolina sitting in Orange <br />County, North Carolina and it is agreed by the parties that no other court shall <br />have jurisdiction or venue with respect to such suits or actions. The Parties may <br />agree to nonbinding mediation of any dispute prior to the bringing of such suit or <br />action. <br />10.5 Extent of Agreement <br />10.5.1 This Agreement represents the entire and integrated agreement between the <br />County and the Consultant and supersedes all prior negotiations, representations <br />or agreements, either written or oral. This Agreement may be amended only by <br />written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br />10.6 Severability <br />10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, <br />the remainder of this Agreement shall be valid and binding upon the Parties. <br />10.7 Ownership of Deliverables <br />10.7.1 All Deliverables, together with all supporting materials, source documentation, <br />data collected, field notes, and working drafts, developed in the performance of <br />this Agreement shall become the property of the County and may be used on any <br />other project without additional compensation to the Consultant. The use of the <br />Deliverables by the County or by any person or entity for any purpose other than <br />the Project as set forth in this Agreement shall be at the full risk of the County. <br />10.8 Non-Appropriation <br />10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of <br />this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. <br />In the event that public funds are unavailable and not appropriated for the <br />performance of County's obligations under this Agreement, then this Agreement <br />shall automatically expire without penalty to County immediately upon written <br />notice to Consultant of the unavailability and non-appropriation of public funds. It <br />is expressly agreed that County shall not activate this non-appropriation provision <br />