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4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately <br /> insure itself during the performance of these services as required by the County's Risk Management Policy. <br /> 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County <br /> from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br /> attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or <br /> destruction of any property caused in whole or in part by any negligent or intentional act or omission on the <br /> part of the Provider. <br /> 6. Termination: This Agreement may be terminated at any time by mutual written agreement of <br /> the parties or by the County upon written notice to the Provider. <br /> 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its <br /> terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between <br /> the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced <br /> by telefacsimile signature. <br /> 8. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the <br /> State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this <br /> Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in <br /> Orange County,North Carolina. <br /> 9. Non Appropriation: Provider acknowledges that County is a governmental entity, and the <br /> validity of this Agreement is based upon the availability of public funding under the authority of its statutory <br /> mandate.In the event that public funds are unavailable and not appropriated for the performance of County's <br /> obligations under this Agreement,then this Agreement shall automatically expire without penalty to County <br /> immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br /> 10. Warranties. By executing this Agreement, Provider represents and agrees that he is <br /> qualified to perform and fully capable of performing and providing the services required or <br /> necessary under this Agreement in a fully competent, professional and timely manner and in <br /> addition provides the following: <br /> i) Limited Warranty. Provider warrants only that it will perform all work in the <br /> Attachment A in a professional manner. Due to continuous changes to standards and <br /> conventions involved in application development and the common use of numerous <br /> different hardware and software platforms, Client acknowledges that the Deliverable <br /> files may not work properly in all possible circumstances. Application will be tested <br /> using Microsoft Internet Explorer 8.0 and Firefox 4. Provider makes no warranty that <br /> the application to be maintained under this agreement will work properly other than <br /> when viewed with Microsoft Internet Explorer 8.0 and Firefox 4. Provider makes no <br /> warranty that the application will continue to work properly when viewed with any <br /> future version of Microsoft Internet Explorer or Firefox. Any modification to the work <br /> performed by County or any third-party on behalf of County shall void all warranties, <br /> express or implied. <br /> ii) Non-infringement Warranty. Provider represents and warrants to the best of its <br /> knowledge and belied that the application, when properly used as contemplated herein, <br /> will not infringe or misappropriate any copyright, trademark, patent, or trade secrets of <br /> any third persons. Upon being notified of a claim contrary to such warranty, Provider <br /> Revised June 2012 2 <br />