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a. Termination for Convenience of the Parties. This Agreement may be terminated without <br />cause by either party upon sixty (60) days' prior written notice to the other party. <br />b. Other Termination. The County may terminate this Agreement based upon the Housing <br />Complex Management Company fails to remit payment within sixty (60) days following <br />issuance of monthly invoice. The County .shall give the Housing Complex seven (7) <br />days' prior written notice of its intent to terminate this Agreement., <br />c. Compensation After Termination. <br />i) In the event of termination, the Count <br />expenses that it has earned to the date <br />incurred or anticipated to be incurred <br />omissions of the County. <br />r shall be paid that portion of the fees and <br />of termination, less any costs or expenses <br />by the Housing Complex due to errors or <br />ii) Should this Agreement be terminated, the County shall deliver to the Housing <br />Complex within seven (7) days, at no additional cost, all deliverables including <br />any electronic data or files relating to the Project. <br />10. Additional Provisions <br />a. Limitation and Assi ent. The Housing Complex and the County each bind themselves, <br />their successors, assigns and legal representatives to the terms of this Agreement. Neither <br />the Housing Complex nor the County shall assign or transfer its interest in his Agreement <br />without the written consent of the other. <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. <br />Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br />with respect to any provision of, or the performance or non-performance of, this <br />Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br />Orange Housing Complex, North Carolina. It is agreed by the parties that no other court <br />shall have jurisdiction or venue with respect to such suits or actions. The Parties may <br />agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. <br />d. Entire Agreement. This Agreement represents the entire and integrated 'agreement <br />between the Housing Complex and the County and supersedes all prior negotiations, <br />representations or agreements, either written or oral. This Agreement may be amended <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br />Severability. If any provision of this Agreement is held as a matter of law to be <br />unenforceable, the remainder of this Agreement shall be valid and binding upon -the <br />Parties. <br />f. Ownership of Work Product. Should Department's performance of this Agreement <br />generate documents, items or things that are specific to this Project such documents, <br />items or things shall become the property of the Housing Complex and may be used on <br />Revised July 2010 <br />5 <br />