2012-137 IT - Nextpoint for Social Media Archiving $4040

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or may become adverse to in litigation. 46. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina applicable to agreements made and performed in North Carolina, excluding the application of its conflict of laws provisions. The parties agree that any action or suit brought by a party to enforce or adjudicate the rights of the parties under this Agreement shall be brought in the federal or state courts located in Orange County, North Carolina and Middle District of the State of North Carolina, and the parties hereby consent to such jurisdiction and venue. 47. Nextpoint acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Contractor of the unavailability and non - appropriation of public funds. It is expressly agreed that County shall not activate this non - appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the CountyTMs statutory authority, mandate and /or mandated functions, by state and /or federal legislative or regulatory action, which adversely affects CountyTMs authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Nextpoint of such limitation or change in CountyTMs legal authority. 4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 6o613 NEXTPOINT.COM