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Provider. <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the County <br /> within seven (7) days, at no additional cost, all deliverables including any electronic <br /> data or files relating to the Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br /> the County to require compliance by the Provider with any provisions of this Agreement <br /> or the waiver by the County of any breach of this Agreement shall not constitute a waiver <br /> of any claim for damages by the County for any breach of this Agreement or a waiver of <br /> any other required compliance with this Agreement. <br /> 11. Additional Provisions <br /> a. Limitation 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 Provider shall assign or transfer its interest in this Agreement without the <br /> i <br /> written consent of the other. <br /> b. Governing Law. 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 Carolina. <br /> c. Dispute Resolution. Any and all suits or actions to enforce,interpret or seek damages with <br /> respect to any provision of, or the performance or non-performacice of, this Agreement <br /> shall be brought in the General Court of Justice of North Carolina sitting in Orange <br /> 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 Bement. This Agreement represents the entire and integrated agreement between <br /> the 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 e-6denced by facsimile <br /> signatures. <br /> e. Severability. 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 .end binding upon the <br /> Parties. <br /> f. Ownership of Work Product. Should Provider's performance of this Agreement generate <br /> documents,items or things that are specific to this Project such documents, items or things <br /> shall become the property of the County and may be used on any other project without <br /> additional compensation to the Provider. The use of the documents, items or things by the <br /> County or by any person or entity for any purpose other than the Prt jest as set forth in this <br /> Agreement shall be at the full risk of the County. <br />