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7 <br />waiver of any claim for damages by the County for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <br />11. Additional Prnvisions <br />a. L'unitation and Assignment, The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />County nor the Pro.vider shall assign or transfer its interest in this Agreement~ without the <br />written consent of the other. <br />b. Govemin~Law. This Agreement and the duties, responsibilities, obligations and rights <br />of respective pazties hereunder shall be govemed by the laws of the State of North <br />Carolina. <br />c. Disnute 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 perforn~ance of, this <br />Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br />Orange County, North Carolina. It is agreed by the parties that no other court shall have <br />jurisdiction or venue with respect to such suits or actions. The Parties may agree to <br />nonbinding mediation of any dispute prior to the bringing of such suit or action. <br />d. Entire A ment. This Agreement, together with the RFP and its attachments and the <br />Proposal and its attachments, represents the entire and integrated agreement between the <br />County and the Provider and supersedes all prior negotiations, representations or <br />agreements, either written or oral. This Agreement may be amended only by written <br />instrument signed by both parties. Modifications may be evidenced by facsimile <br />signatures. <br />e. Severabilitv. 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. Ownershiu of Work Product. Should Provider's performance of this Agreement generate <br />documents, items or things that are spec~c to this Project such documents, items or <br />things shall become the property of the County and may be used on any other project <br />without additional compensation to the Provider. The use of the documents, items or <br />things by the County or by any person or entity for any purpose other than the Project as <br />set forth in this Agreement shall be at the full risl~ of the County. However, Provider <br />shall have the right to utilize such documents in the course of its marketing and <br />professional presentations. <br />g. Non-Apuro riation. Provider aclmowledges that County is a governmental entity, and <br />the validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. <br />In the event that public funds are unavailable and not appropriated for the performance of <br />County's obligations under this Agreement, then this Agreement shall automatically <br />expire without penalty to County immediately upon written notice to Provider of the <br />unavailability and non-appropriation of public funds. It is expressly agreed that County <br />Revised July 2010 <br />