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losses whatsoever arising from or under this MOU. It is the intent of this section that the <br />Placement Partner indemnifies Orange County to the fullest extent permitted by law. <br />19. Independent Contractor. The Placement Partner is an independent contractor of OCAS <br />and is not an employee of Orange County, the Department or OCAS and will not be <br />considered an employee of the County for purposes of this MOU. The Placement Partner <br />represents that it will secure, at its own expense, all personnel required in performing the <br />services under this MOU. Such personnel shall not be employees of or have any <br />contractual relationship with Orange County, the Department or OCAS. All personnel <br />engaged in the performance of the duties required under this MOU on behalf of the <br />Placement Partner shall be fully qualified as determined by the Placement Partner. It is <br />further agreed by the Placement Partner that it shall obey all State and Federal statutes, <br />rules and regulations which are applicable to provisions of the services called for herein <br />and applicable to the payment of any personnel necessary for carrying out the services <br />called for under this MOU. Neither the Placement Partner nor any employee of the <br />Placement Partner shall be deemed an officer, employee or agent of the County. <br />20. No Assignment. The Placement Partner shall not assign this MOU to any other party <br />without the prior written consent of Orange County. <br />21. Binding Agreement. The parties have read this MOU and agree to be bound by all of its <br />terms, and further agree that it constitutes the complete and exclusive statement of the <br />Agreement between the parties. <br />22. Governing Law. Both parties agree that this MOU shall be governed by the laws of the <br />State of North Carolina. <br />[SIGNATURES TO FOLLOW] <br />SIGNATURE PAGE: <br />IN WITNESS WHEREOF, the parties hereto have executed this MOU for the purposes stated <br />herein as of the date first written above. <br />FOR THE COUNTY OF ORANGE FOR: [PLACEMENT PARTNER NAME] <br />Name: <br />By: <br />Title: <br />Date: <br />Name <br />By <br />Title <br />Date <br />Page 7 of 7 <br />