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negotiation. In the event that a Dispute cannot be resolved at the project level, then designated <br />senior executives of the parties shall meet and enter into further good faith settlement <br />negotiations. If such senior executives cannot resolve the Dispute within thirty (30) days, the <br />parties agree to try in good faith to settle the dispute by mediation administered by a mutually <br />agreed third -party mediator before resorting to arbitration. If the parties do not reach such <br />solution within a period of sixty (60) days after engagement of a mediator, then, upon notice by <br />either party to the other parties, any Dispute shall be finally settled by binding arbitration <br />administered by a single arbitrator under the rules of the American Arbitration Association. The <br />venue for any mediation or arbitration shall be in Orange County. <br />9.2. This Agreement shall be interpreted, construed, and governed by the laws of the <br />State of North Carolina, without regard to conflict of law provisions. <br />10. Miscellaneous <br />10.1. During the term of this Agreement and for a period of one (1) year following the <br />termination or expiration of this Agreement for any reason, no party shall employ nor offer or seek <br />to employ, either directly or indirectly, any person who, at that time or within the last six (6) <br />months, was either employed or engaged as an independent contractor by any other party. <br />10.2. The parties are and intend to be independent contractors with respect to the <br />services contemplated hereunder. IIS and Patriot each agree that neither it nor its employees or <br />contractors shall be considered as having an employee status with County. All persons <br />employed by IIS and Patriot to perform Services shall be subject to the exclusive direction and <br />control of IIS and Patriot, respectively, No form of joint employer, joint venture, partnership, or <br />similar relationship between the parties is intended or hereby created. <br />10.3. No party shall be liable for any failure or delay in the performance of its obligations <br />due to causes beyond the reasonable control of the party affected, including but not limited to <br />war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, <br />act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, <br />severe weather or other act of God. Each party shall promptly notify the other party in the case of <br />an event arising under this Section. <br />10A. This Agreement, along with the NDA, constitutes the entire understanding of the <br />parties with respect to its subject matter, and supersedes all prior or contemporaneous written <br />and oral agreements with respect to its subject matter. Except as provided expressly herein, this <br />Agreement shall not be modified, amended, or in any way altered except in a written amendment <br />executed by all of the parties. No waiver of any provision of this Agreement, or of any rights or <br />obligations of any party hereunder, will be effective unless in writing and signed by the party <br />waiving compliance. <br />10.5. Headings used in this Agreement are for convenience of reference only and shall <br />not be deemed a part of this Agreement. <br />10.6. No party may assign this Agreement or any right hereunder without the prior <br />written consent of the other party; provided however that Patriot and IIS may assign this <br />Agreement to the acquirer of all or substantially all of its business, so long as such acquirer <br />agrees in writing to be bound by the terms of this Agreement and notice is provided to County <br />within ten (10) days of such transfer of any new entity, address and/or contact(s). Any attempted <br />assignment not authorized herein shall be null and void. <br />10.7. All notices required or permitted hereunder shall be in writing, delivered <br />personally; by certified or registered mail, or by overnight delivery by an established national <br />delivery service at the respective addresses first set forth above. Notices to IIS shall be sent to <br />the attention of Vice President of a -Gov Solutions or to such other person designated by IIS in a <br />written notice to the other parties. Notices to County shall be sent to the attention of Tax <br />Administrator or to such other person designated by County in a written notice to the other <br />Page 4 <br />