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3. TERMS OF AGREEMENT <br /> This agreement is for maintenance, administrative access and server fees for <br /> VisitChapelHill.com Events Link, the link to the EverWondr Network Events Calendar <br /> URL for Orange County. This agreement shall begin on July 1, 2011 and shall continue <br /> in effect until July 1, 2014. Termination by either party may be for convenience. <br /> Termination by CVB requires at least ninety (90) days written notice and full payment of <br /> remainder of contract. In the event of termination for convenience by CVB, CVB shall <br /> compensate Company for all direct costs incurred pursuant to this Agreement by <br /> Company. <br /> 4. PURSUIT OF HAPPINESS COMPENSATION <br /> Company will provide server support and maintenance for a fee of$3,000 per year <br /> ($250 per month) for a period of three years. Company will set up the site/URL due the <br /> first year for an additional, one-time fee of$2,500. <br /> 5. MISCELLANEOUS <br /> A. Relationship of Parties. <br /> Provider is an independent contractor of the County. Neither Provider nor any <br /> employee of the Provider shall be deemed an officer, employee or agent of the <br /> County. Provider's personnel shall not be employees of, or have any contractual <br /> relationship with the County. <br /> B. Limitation and Assignment. <br /> -The County and the Provider each bind themselves, their successors, assigns <br /> and legal representatives to the terms of this Agreement. Neither the County nor <br /> the Provider shall assign or transfer its interest in this Agreement without the <br /> written consent of the other. <br /> C. Governing Law. <br /> 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 <br /> Carolina. <br /> D. Dispute Resolution. <br /> Any and all suits or actions to enforce, interpret or seek damages with respect to <br /> any provision of, or the performance or non-performance of, this Agreement shall <br /> be brought in the General Court of Justice of North Carolina sitting in Orange- <br /> County, North Carolina and it is agreed by the parties that no other court shall <br /> 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 <br /> action. <br /> E. Entire Agreement. <br /> This Agreement represents the entire and integrated agreement between the <br /> County and the Provider and supersedes all prior negotiations, representations <br /> or agreements, either written or oral. This Agreement may be amended only by <br /> written instrument signed by both parties. Modifications may be evidenced by <br /> facsimile signatures. <br /> F. Severability. <br /> If any provision of this Agreement is held as a matter of law to be unenforceable, <br /> the remainder of this Agreement shall be valid and binding upon the Parties. <br /> PURSUIT OF HAPPINESS,LLC <br /> 2007 YANCEYVILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405 3 <br /> 336.643.0387 <br />