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4 <br />Neither the County nor the Engineer shall be obligated to indemnify the other party in any <br />manner whatsoever for the other party's own negligence or for the negligence of others. <br />Section 11 -Waiver: <br />The payment of any sums by the County under this Agreement or the failure of the <br />County to require compliance by the Engineer with any of the provisions of this Agreement or <br />the waiver by the County of any breach of this Agreement shall not constitute a waiver of any <br />claim for damages by the County for any breach of this Agreement or a waiver of any other <br />required compliance with this Agreement. <br />Section 12 -Limitation and Assi nment: <br />The County and Engineer each bind themselves, their successors, assign and legal <br />representatives to the terms of this Agreement. Neither the County nor Engineer shall assign or <br />transfer its interest in this Agreement without the written consent of the other. <br />Section 13 -Governing Law: <br />This Agreement and the duties, responsibilities, obligations and rights of respective <br />parties hereunder shall be governed by the laws of the State of North Carolina. <br />Section 14 -Dispute Resolution: <br />Any and all suits or actions to enforce, interpret or seek damages with respect to any <br />provision of, or performance or non-performance of this Agreement shall be brought in the <br />General Court of Justice of North Carolina sitting in Orange County, North Carolina. <br />Section 15 -Entire Agreement: <br />This Agreement together with the attachments and Addendum represents the entire and <br />integrated agreement between the County and Engineer, and supersedes all prior negotiations, <br />representations or agreements written or oral. Modifications may be evidenced by a facsimile <br />signature. <br />Section 16 - Severability: <br />If any provisions of this Agreement are held as a matter of law to be unenforceable, the <br />remainder of this Agreement shall be valid and binding upon the parties. <br />Section 17 -Ownership of Work Product: <br />All documents prepared or furnished by Engineer are instruments of service, and Engineer <br />retains an ownership and property interest (including the copyright and the right of reuse) in such <br />documents, whether or not the Task is completed. Owner shall have a limited license to use the <br />documents on the Task, extensions of the Task, and for related uses of the Owner, subject to <br />receipt by Engineer of full payment for all services relating to preparation of the documents and <br />subject to the following limitations: <br />a) Owner acknowledges that such documents are not intended or represented to be <br />suitable for use on the Task unless completed by Engineer, or for use or reuse by Owner or others <br />on extensions of the project, on any other project, or for any other use or purpose, without written <br />verification or adaptation by Engineer; <br />3 <br />