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10.1 Relationship of Parties <br />10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor <br />any employee of the Consultant shall be deemed an officer, employee or agent of the County. <br />Consultant's personnel shall not be employees of, or have any contractual relationship with the <br />County. <br />10.2 Limitation and Assi nment <br />10.2.1 The County and the Consultant each bind themselves, their successors, assigns <br />and legal representatives to the terms of this Agreement. Neither the County nor the Consultant <br />shall assign or transfer its interest in this Agreement without the written consent of the other. <br />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 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 be brought in <br />the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is <br />agreed by the parties that no other court shall have jurisdiction or venue with respect to such <br />suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the <br />bringing of such suit or action. <br />10.5 Extent of Agreement <br />10.5.1 This Agreement, together with the attached RFQ and Consultant's Response , <br />all of which constitute the Contract Documents, represents the entire and integrated agreement <br />between the County and the Consultant and supersedes all prior negotiations, representations or <br />agreements, either written or oral. In the event of a conflict among the terms of the Contract <br />Documents, the priority of documents shall be This. Agreement, the RFQ, and the Consultant's <br />Response. This Agreement may be amended only by written instrument signed by both parties. <br />Modifications may be evidenced by 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 <br />unenforceable, 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 this Agreement <br />shall become the property of the County and may be used on any other project without additional <br />compensation to the Consultant. The use of the Deliverables by the County or by any person or <br />Revised April 2010 <br />6 <br />