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period. Additionally, if either party fails to cure a material breach of this Agreement within 30 days <br /> after the other party gives it written notice of the breach, the non-breaching party may terminate this <br /> Agreement by giving the breaching party written notice of termination. <br /> 1 I. Notices. All notices with respect to this Agreement, including any cancellation notices, should <br /> be sent to: <br /> Tax Management Associates,Inc. [COUNTY Notice Information] <br /> TAXscribe.com Contract Management Orange County Tax Administrator <br /> 2225 Coronation Blvd. 228 S. Churton St., Suite 200 <br /> Charlotte,NC 28227 P.O.Box 8181 <br /> Hillsborough,NC 27278 <br /> 12. Governing Law. This Agreement and any related disputes will be governed by and construed in <br /> accordance with the laws of the state of North Carolina, except that no choice of law doctrine will be <br /> used to apply the laws of another jurisdiction. The United Nations Convention on the International Sale <br /> of Goods will not apply. <br /> 13. Transfer. Neither party will have the right to assign or transfer this Agreement or any of its <br /> rights under this Agreement without the prior written consent of the other party,except that a part),may <br /> assign or transfer this Agreement in connection with a sale or transfer of all or substantially all of the <br /> assets or business (to which this Agreement relates) of such party. Subject to the foregoing, this <br /> Agreement will be binding upon and inure to the benefit of the parties and the permitted assigns and <br /> transferees of each party. No assignment releases the assignor from its liability under this Agreement. <br /> Any attempted assignment which is not in compliance with this Section 13 will be void. <br /> 14. Relationship of Parties. Each party will be and act as an independent contractor. The parties <br /> do not intend for this Agreement to create, and this Agreement will not be construed to create, any joint <br /> venture, partnership, or agency relationship between the parties so as to render either party liable to the <br /> other party for anything more than the performance of its respective obligations hereunder. <br /> 15. Force Maieure. Neither party will be liable for any breach or delay resulting from any cause <br /> beyond its reasonable control, including acts of God, war, insurrection, the public enemy, acts or <br /> omissions of any government, labor disputes or strikes, failure of power supply, or changes in the law. <br /> A party claiming excused performance due to a force majeure event will give the other party prompt <br /> written notice of such force majeure event. <br /> 16. Survival. Upon any expiration or termination of this Agreement, the parties will have no further <br /> obligations under this Agreement except the following obligations shall survive expiration or any <br /> termination of this Agreement: (i)the obligations of a party with respect to any breach by such party of <br /> this Agreement prior to such expiration or termination and(ii)the obligations contained in Section 9.b. <br /> 17. General. Any waiver of a breach of this Agreement must be in an express writing signed by the <br /> waiving party, and no waiver of any breach of any provision of this Agreement will be deemed to be a <br /> waiver of any subsequent breach of that provision. The term"including" in this Agreement will not be <br /> construed to be limiting. The unenforceability of any provision of this Agreement will not affect the <br /> enforceability of any other provisions of this Agreement, which will remain in full force and effect. If <br /> any of the covenants or provisions of this Agreement are determined to be unenforceable by reason of its <br /> extent, duration, scope, or otherwise, the court making such determination will reduce such extent, <br /> 7 <br />