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5 <br />hold harmless the Artist for all claims against the Artist for personal injury or wrongful death or <br />property damage arising out of the negligence of any officer or employee of the County. The <br />foregoing is not intended as a waiver of governmental immunity by the County. <br />ARTICLE 11. COPYRIGHT PROVISIONS <br />a. Following installation and Final Acceptance of the Art Work, the County shall have <br />and own all right, title and interest in and to the physical media embodying or <br />encompassing the Art Work. <br />b. The Artist shall not transfer any copyright interest or privilege in and to the Art Work <br />without the prior written consent of the County; <br />c. The Artist shall not display any reproduction of the Art Work for commercial <br />purposes without the prior written consent of the County. <br />d. The Artist shall provide credit to the County in all reproductions and displays (to the <br />extent authorized herein) reading substantially, "an original Art Work commissioned <br />by Orange County, North Carolina." <br />ARTICLE 12. REPAIR AND MAINTENANCE <br />It is the County's intent, if feasible, to consult with the Artist in the event that the Art Work <br />requires repair or renovation. However, the County retains, at its sole discretion, the right to <br />determine when and if repairs and restorations to the Art Work will be made, or whether to de- <br />accession the Art Work. <br />ARTICLE 13. NO AGENCY <br />The Artist shall perform all work as an independent contractor and not as an agent or an <br />employee. of the County. The Artist shall not be supervised by any employee or official of <br />County nor shall the Artist exercise supervision over any employee or official of the County. <br />ARTICLE 14. WAIVER <br />No waiver of performance by either party shall be construed as or operate as a waiver of any <br />subsequent default of any terms, covenants and conditions of this Agreement. The payment or <br />acceptance offers for any period after a default shall not be deemed a waiver of any right or <br />acceptance of defective performance. <br />ARTICLE 15. GOVERNING LAW <br />This Agreement, regardless of where executed or performed, shall in all respects be governed by <br />and construed in accordance with the laws of the State of North Carolina, excluding any choice <br />of law rule which would select the application of the law of another jurisdiction. <br />ARTICLE 16. ASSIGNMENT <br />This Agreement may not be assigned without the prior written approval of all of the Parties. Any <br />purported assignment of this Agreement without such approval shall be absolutely void. <br />