2012-291 IT - Secure Enterprises for PCI Compliance Audit $10.920

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written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.5 Severability. If any provision of this Agreement is held as a matter of law to be unenforceable,the remainder of this Agreement shall be valid and binding upon the Parties. 10.6 Ownership of Work Product. Should Consultant's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.7 Public Records. Consultant acknowledges that this Agreement and any documents, memorandum, data, reports, analyses, compilations, records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement may be deemed public records and subject to disclosure, in whole or in part, pursuant to the North Carolina Public Records Law. Customer will provide Consultant with prompt notice of any intended disclosures or requests for disclosure pursuant to the North Carolina Public Records Law and an appropriate opportunity to seek protection of the Consultant's confidential and proprietary information consistent with all applicable laws and regulations. In the event Consultant objects to the disclosure of any information, Consultant agrees to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the County's failure to disclosure the records requested. 10.8 Non-Appropriation. Consultant 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 Consultant 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 County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County's legal authority. 10.9 Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail,return receipt requested to the following: Orange County Consultant's Name&Address Attention: Todd E. Jones Secure Enterprises Computing, Inc. P.O. Box 8181 Attn. Justin Smith Hillsborough,NC 27278 909 Aviation Parkway, Suite 600 Morrisville,NC 27560 Revised July 2012 6