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in Durham, North Carolina. This Agreement shall <br />be interpreted, construed, and governed by the laws <br />of the Slate of North Carotina, without regard to <br />conflic# of law provisions. <br />10.2 Time Limit. Neither mediation <br />under #his section nor any legal action, regardless <br />of its form, related to or arising out of this <br />Agreement may be brought more than two (2) <br />years after the cause of action first accrued. <br />11. General Provlsfons. <br />11.1 Entire Agreement. This <br />Agreement and the attachments, schedules and <br />exhibits hereto are the entire agreemen# and <br />supersede ail prior negotiations and oral <br />agreements. Farragut has made no <br />representations or warranties with respect to this <br />Agreement, the Software, Software support or any <br />other services that are no# included herein. This <br />Agreement may not be amended or waived except <br />in writing signed by an officer of the party #o be <br />bound thereby. There are no oral agreements <br />between the parties. <br />11.2 Preprinted Forms. The use of <br />preprinted forms in connection wish this <br />Agreement is for convenience only and all <br />preprinted terms and conditions stated thereon are <br />void and of no effect. If any conflict exists <br />between this Agreement and any terms and <br />conditions on a purchase order, acknowledgment <br />or other preprinted form, the terms and conditions <br />of this Agreement will govern and the conflicting <br />terms and conditions in the purchase order, <br />acknowledgment or preprinted form will be void <br />and of no effect. The terms and conditions of this <br />Agreement, including but not limi#ed to this <br />Section 11.2, cannot be amended, modified or <br />altered by any conflicting preprinted terms or <br />conditions in a preprinted form. <br />11.3 Interpretation. This Agreement <br />will be construed according to its fair meaning and <br />not for or against either party. Headings are for <br />reference purposes only and are not to be used in <br />construing the Agreement. <br />11.4 GOVERNING tAW. THIS <br />AGREEMENT WILL BE GOVERNED BY THE <br />LAWS OF THE STATE OF NORTH CAROLINA, <br />WITHOUT REGARD TO ITS CONFLICT OF <br />LAWS PROVISIONS, UNLESS CUSTOMER IS A <br />GOVERNMENTAL SUBDIVISION OF ANOTHER <br />STATE, IN WHICH CASE 7HE LAWS OF THE <br />STATE IN WH1CH CUSTOMER IS A <br />GOVERNMENTAL SUBDIVISION WILL <br />CONTROL. <br />11.5 Severability. Whenever possible, <br />each provision of this Agreement will be <br />interpreted to be effective and .valid under <br />applicable law. If any provision is found to be <br />invalid, illegal or unenforceable, then such <br />provision or portion thereof will be modified to the <br />extent necessary to render it legal, valid and <br />enforceable and have the intent and economic <br />effect as close as passible to the invalid, illegal or <br />unenforceable provision. If it is not possible io <br />modify the provision to render it legal, valid and <br />enforceable, then the provision will be severed <br />from the rest of the Agreement and ignored. The <br />invalidity, illegality or unenforceability of any <br />provision will not affect the vaiidify, legality ar <br />enforceability of any other provision of ibis <br />Agreement, which will remain valid and binding. <br />i 1.6 Force Majeure. "Force Majeure" <br />means a delay encountered by a parry in the <br />performance of its obligations under this <br />Agreement which is caused by an event beyond <br />the reasonable control of the party, but does not <br />include any delays in the payment of monies due <br />by either party. Without limiting the generality of <br />the foregoing, "Force Majeure" will include but is <br />not restricted to the #ollowing types of events: acts <br />of God or public enemy; acts of governmental or <br />regulatory authorities (other than, with respect to <br />Customer's performance, Customer and its <br />governing entities); tires, floods, epidemics or <br />serious accidents; unusually severe weather <br />conditions; strikes, lockouts, or other labor <br />disputes. If a Force Majeure occurs, the affected <br />party will not be deemed to have violated its <br />obligations under this Agreement, and time for <br />performance of any obligations of that party wilt be <br />extended by a period of time necessary to <br />overcome the effects of the Force Majeure. <br />11.7 Compliance wi#h taws. Customer <br />and Farragut shall comply with all federal, state <br />and local laws in the performance ofi this <br />Agreement, including those governing use of the <br />Software. Software provided under this <br />Agreement may be subject to U.S. and other <br />government export control regulations. Customer <br />shall not export or re-export any Software in <br />violation of such export regulations. <br />11.8 Assignmen#s. Farragut may <br />assign this Agreement or its interest in the <br />-8- <br />