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6. Indemnity. UNCH agrees to defend, indemnify and hold harmless the County <br />from all loss, liability, claims or expense, including attorney's fees, arising out of <br />or related to the Agreement and arising from bodily injury including death or <br />property damage to any person or persons caused in whole or in part by the <br />negligence or misconduct of the UNCH except to the extent same are caused by <br />the negligence or willful misconduct of the County. It is the intent of this <br />provision to require the UNCH to indemnify the County to the fullest extent <br />permitted under North Carolina law. <br />7. Amendments or Modification. This Agreement shall not be altered, amended or <br />modified, except by an agreement in writing executed by the duly authorized <br />officials of both parties. <br />8. Subcontract or Assignment. The County shall not sub - contract out any of the <br />services provided for in this Agreement or make any assignment of this <br />Agreement (including rights to payments) without the prior written consent of the <br />UNCH. <br />9. Relationship of the Parties. The County is an independent contractor. Neither the <br />County nor any employee of the County shall be deemed to be an officer, <br />employee or agent of UNCH. OCDSS personnel shall not be employees of, or <br />have any contractual relationship with the UNCH. <br />10. Intent to be Bound. The parties have read this Agreement, including the Business <br />Associates Agreement attached, and agree to be bound by all of its terms, and <br />further agree that the documents constitute the complete and exclusive statement <br />of the Agreement between the parties. <br />16. Entire Understanding. The Agreement contains the entire understanding of the <br />parties and shall not be altered, amended or modified, except by an agreement in <br />writing executed by the duly authorized officials of both parties. <br />17. Governing Law. The laws of North Carolina shall govern the validity and <br />interpretation of the provisions, terms and conditions of this Agreement. <br />18. Notices. Any notice required by this Agreement shall be in writing and delivered <br />by certified or registered mail, return receipt requested to the following: <br />Orange County Department of Social Services UNCH <br />Attention: Director Contact Person <br />P.O. Box 8181 Address <br />Hillsborough, NC 27278 <br />