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b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. <br /> c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br /> with respect to any provision of, or the performance or non-performance of, this <br /> Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br /> Orange County, North Carolina. It is agreed by the parties that no other court shall have <br /> jurisdiction or venue with respect to such suits or actions. The Parties may agree to <br /> nonbinding mediation of any dispute prior to the bringing of such suit or action. This <br /> provision shall survive completion or termination of this Agreement; however, neither <br /> parry shall seek mediation of any claim or dispute arising out of this Agreement beyond <br /> the period of time that would bar the initiation of legal proceedings to litigate such claim <br /> or dispute under the applicable law. <br /> d. Entire Agreement. This Agreement represents the entire and integrated agreement <br /> between the County and the Provider and supersedes all prior negotiations, <br /> representations or agreements, either written or oral. This Agreement may be amended <br /> only by written instrument signed by both parties. Modifications may be evidenced by <br /> facsimile signatures. <br /> e. Severability. 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 <br /> Parties. <br /> f. Ownership of Work Product. Should Provider's performance of this Agreement generate <br /> documents, items or things that are specific to this Project such documents, items or <br /> things shall, upon full payment to Provider for services rendered, become the property of <br /> the County and may be used on any other project without additional compensation to the <br /> Provider. The use of the documents, items or things by the County or by any person or <br /> entity for any purpose other than the Project as set forth in this Agreement shall be at the <br /> full risk of the County. <br /> g. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br /> the validity of this Agreement is based upon the availability of public funding under the <br /> authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of <br /> County's obligations under this Agreement, then this Agreement shall automatically <br /> expire without penalty to County immediately upon written notice to Provider of the <br /> unavailability and non-appropriation of public funds. It is expressly agreed that County <br /> shall not activate this non-appropriation provision for its convenience or to circumvent <br /> the requirements of this Agreement, but only as an emergency fiscal measure during a <br /> substantial fiscal crisis. <br /> In the event of a change in the County's statutory authority, mandate and/or mandated <br /> functions, by state and/or federal legislative or regulatory action, which adversely affects <br /> County's authority to continue its obligations under this Agreement, then this Agreement <br /> shall automatically terminate without penalty to County upon written notice to Provider <br /> Revised January 2010 <br /> 6 <br />