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4 <br />Orange County may publish or arrange for publication of information resulting from work <br />carried out as part of this agreement. However, the information shall not be marketed for profit <br />by Orange County. <br />Orange County agrees to indemnify RAFI, the Commission and their officers, agents and <br />employees against any liability, including costs and expenses and attorney fees, for violation of <br />any proprietary right or right of privacy arising out of the publication, translation, reproduction, <br />delivery, performance, use or disposition of any information published resulting from the work <br />under this Agreement or based on any libelous or other unlawful material contained in such <br />information. <br />If work done as part of this demonstration results in any intellectual property right, Orange <br />County hereby grants to RAFI and the Commission an assignable royalty-free, non-exclusive <br />irrevocable license to publish, translate, reproduce, deliver, perform or use the material covered <br />by the intellectual property right. <br />The obligation of RAFI to pay any amourrts under this agreement is contingent upon the <br />availability of funds to fund the project. In the event that funds for this project become <br />unavailable, RAFI may terminate this agreement immediately upon notice to Orange County In <br />the event of notice of the unavailability of fends, all obligations of RAFI to make payments <br />under this agreement shall cease as of the termination date except for such work as shall have <br />already been performed prior to the termination date. <br />In the event that Orange County breaches any of the material terms or conditions of this <br />Agreement, Orange County agrees to repay to RAFI or the Commission the full amount of sums <br />awarded and any interest that has accrued on that sum. <br />Orange County agrees to notify RAFI immediately in the event that Orange County becomes <br />unable to meet alI requirements of this written contract. <br />RAFI is required by the IRS and its audit firm to report all payments over $600 made during the <br />calendar year. Please maintain your business records accordingly and consult your tax advisor <br />for advice. <br />Notices <br />Notice to RAFI shall be given to: <br />Julius Tillery <br />Rural Advancement Foundation International-USA <br />P.O. Box 640 <br />Pittsboro, NC 27312 <br />Tel: (919) 542-1396 <br />Fax: (919) 542-0069 <br />Notice to Orange County shall be given to: <br />Frank Clifton, County Manager <br />200 S. Cameron St <br />