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2. Governing Law: This Agreement and the rights and obligations of the parties <br /> hereunder shall be governed and construed in accordance with the laws of the State of North <br /> Carolina. It is intended that he Fund shall be a component part of the Foundation and that <br /> nothing in this Agreement shall affect the status of the Foundation as an entity which is a <br /> qualified charitable organization. This Agreement shall be interpreted in a manner consistent <br /> with the foregoing intention and so as to conform with the requirement of the Internal Revenue <br /> Code and any regulations issued pursuant thereto applicable to the intended status of the <br /> Foundation. <br /> 3. Assignment: This agreement cannot be assigned. <br /> 4. Confidentiality: All information furnished by the County to the Foundation shall be <br /> treated as confidential and shall not be disclosed to third parties,unless generally known or <br /> otherwise publicly available and except as required by regulatory agencies or otherwise by law. <br /> 5. Term, Termination: This Agreement shall become effective upon the creation of the <br /> agency fund contemplated by the County and as of the Effective Date listed above, whichever is <br /> later, and shall remain in effect until the fund is closed pursuant to the Foundation's policies. <br /> 6. Relationship of the Parties: This Agreement does not create a partnership,joint <br /> venture or similar relationship between the parties. Neither party may bind the other to third <br /> parties. The parties will not contend otherwise or try to enforce any contrary intention. <br /> 7. Notices: Required communication to the other party must be in writing and addressed <br /> to the following person(s): <br /> If to the County: If to the Foundation: <br /> County Manager Lori O'Keefe <br /> 200 S. Cameron Street President <br /> P.O. Box 8181 324 Blackwell Street, Suite 1220 <br /> Hillsborough,NC 27278 Durham,NC 27701 <br /> 8. Benefit: This Agreement is for the benefit of the parties and only parties may enforce <br /> this Agreement. <br /> 9. Waiver: The failure of either party to exercise any right,power or remedy provided <br /> under this Agreement or otherwise available at law or in equity, or to insist on compliance by the <br /> other party with its obligations hereunder, any custom or practice at variance with the terms of <br /> the this Agreement, shall not constitute a waiver by such party of its rights or remedies pursuant <br /> to this Agreement. Any of the terms or conditions of this Agreement may be waived in writing at <br /> any time by the party that is entitled to the benefits thereof. <br /> 10. Construction and Severability: whenever possible each provision or portion of any <br /> provision of this Agreement shall be construed in such a manner as to be effective and valid <br />