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eliminated in less than thirty (30) days after mailing written notice to the Owner of such <br />alteration, cancellation, or elimination, the written notice to be sent by Certified Mail." <br />6. INDEMNITY <br />The Contractor shall indemnify and hold harmless to the extent permitted by law the Owner and <br />its agents and employees from and against any and all claims, damages, losses and expenses, including <br />attorney's fees, arising out of or resulting from the performance or nonperformance of the Work, provided <br />that any such claim, damages, loss or expense (A) is attributable to bodily injury, sickness, disease or <br />death or injury to, or destruction of, property, including the loss of use resulting therefrom; and (B) is <br />caused in whole or in part by any breach of any provision of the Agreement or by any negligent or <br />wrongful act or omission of the Contractor, any Subcontractor, or supplier of the Contractor, anyone <br />directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The <br />indemnification obligation under this paragraph shall not be limited in any way by any limitation of the <br />amount or type of damages, compensation or benefits payable by or for the Contractor or any <br />subcontractor under workers' compensation acts, disability benefits acts or other employee benefit acts. <br />7. GOVERNING LAW <br />The laws of the State of North Carolina shall apply to the interpretation and enforcement of this <br />Agreement. Any and all suits or actions to enforce, interpret or seek damages with respect to any <br />provision of, or the performance or nonperformance of, this Agreement shall be brought in the General <br />Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties <br />that no other court shall have jurisdiction or venue with respect to such suits or actions. <br />8. NON ASSIGNMENT <br />T'he Contractor shall not assign any portion of this Agreement nor subcontract the Work in its <br />entirety without the prior written consent of the Owner. <br />9. NON APPROPRIATION <br />Contractor acknowledges that Owner is a governmental entity, and the validity of this Agreement <br />is based upon the availability of public funding under the authority of its statutory mandate. <br />In the event that public funds are unavailable and not appropriated for the performance of Owner's <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty to <br />Owner immediately upon written notice to Contractor of the unavailability and non-appropriation of <br />public funds. It is expressly agreed that Owner shall not activate this non-appropriation provision for its <br />convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal <br />measure during a substantial fiscal crisis. <br />In the event of a change in the Owner's statutory authority, mandate and/or mandated functions, <br />by state and/or federal legislative or regulatory action, which adversely affects Owner's authority to <br />continue its obligations under this Agreement, then this Agreement shall automatically terminate without <br />penalty to Owner upon written notice to Contractor of such limitation or change in Owner's legal <br />authority. <br />10. NOTICES <br />Any notice required by this Agreement shall be in writing and delivered by certified or registered <br />mail, return receipt requested to the following: <br />Owner: Contractor: <br />Revised July 2010 4 <br />