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C. In the event of such termination any payment shall be prorated to the date of <br /> termination. <br /> 6. Indemnity. Orange County Schools agrees to defend, indemnify and hold harmless the <br /> County 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 property <br /> damage to any person or persons caused in whole or in part by the negligence or <br /> misconduct of the Orange County Schools except to the extent same are caused by the <br /> negligence or willful misconduct of the DSS. It is the intent of this provision to require <br /> the Orange County Schools to indemnify the County to the fullest extent permitted under <br /> 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 officials of <br /> both parties. <br /> 8. Subcontract or Assignment. The County shall not sub-contract out any of the services <br /> provided for in this Agreement or make any assignment of this Agreement (including <br /> rights to payments)without the prior written consent of the Orange County Schools. <br /> 9. Relationship of the Parties. The County is an independent contractor. Neither the County <br /> nor any employee of the County shall be deemed to be an officer, employee or agent of <br /> Orange County Schools. County personnel shall not be employees of, or have any <br /> contractual relationship with the Orange County Schools. <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 further <br /> agree that the documents constitute the complete and exclusive statement of the <br /> Agreement between the parties. <br /> 11. Entire Understanding. The Agreement contains the entire understanding of the parties <br /> and shall not be altered, amended or modified, except by an agreement in writing <br /> executed by the duly authorized officials of both parties. <br /> 12. Governing Law. The laws of North Carolina shall govern the validity and interpretation <br /> of the provisions,terms and conditions of this Agreement. <br /> 13. Notices. Any notice required by this Agreement shall be in writing and delivered by <br /> certified or registered mail, return receipt requested to the following: <br /> Orange County Department of Social Services Orange County Schools <br /> Attention: Director Attention: Superintendent <br /> P.O. Box 8181 200 East King <br /> Hillsborough,NC 27278 Hillsborough,NC 27278 <br /> 4 <br />