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5 <br /> g. Binding Effect. This Agreement shall be binding upon and shall inure to <br /> the benefit of the parties hereto and their respective successors and assigns. <br /> h. Entire Agreement; Modification. This Agreement, with all exhibits and <br /> attachments hereto, constitutes the entire agreement between the County and <br /> EmPOWERment. No modification or amendment to this Agreement shall be binding <br /> upon either party unless made in writing and executed by each party. <br /> i. No Joint Venture or Agency. The County and EmPOWERment each <br /> agree and acknowledge that nothing contained herein or otherwise, including, without <br /> limitation, any act of the County or EmPOWERment under this Agreement, shall be <br /> deemed or construed to create any relationship of joint venture, partnership or agency <br /> between the parties. <br /> j. Effect of Waiver or Forbearance. No failure by the County to insist upon <br /> the strict performance of any term or condition of this Agreement, or to exercise any <br /> right or remedy upon the breach by EmPOWERment of any of its obligations, <br /> agreements, or covenants hereunder, shall be a waiver of such affected term or <br /> condition or of such breach; nor shall any forbearance by the County to seek a remedy <br /> for any breach by EmPOWERment be a waiver by the County of its rights and <br /> remedies with respect to that or any other breach. <br /> k. Governing Law. This Agreement shall be construed in accordance with <br /> and governed by the laws of the State of North Carolina. Any litigation arising out of <br /> this Agreement shall be brought in courts sitting in North Carolina, with venue in Orange <br /> County. <br /> I. Severability. The provisions of this Agreement are independent of and <br /> separable from each other, and no provision shall be affected or rendered invalid or <br /> unenforceable by the fact that for any reason any other provision may be invalid or <br /> unenforceable in whole or in part. If any provision of this Agreement or the application <br /> thereof to any person or circumstances shall, to any extent, be or become invalid or <br /> unenforceable, the remainder of this Agreement, or the application of such provision to <br /> persons or circumstances other than those as to which it is held invalid or <br /> unenforceable, shall not be affected thereby, and each provision of this Agreement <br /> shall be valid and be enforced to the fullest extent permitted by law. The County and <br /> EmPOWERment agree to substitute for such provision of this Agreement or the <br /> application thereof determined to be invalid or unenforceable, such other provision as <br /> most closely approximates, in a lawful manner, such invalid, illegal or unenforceable <br /> provision. If the County and EmPOWERment cannot agree, they shall apply to a court <br /> of competent jurisdiction to substitute such provision as the court deems reasonable <br /> and judicially valid, legal and enforceable. Such provision determined by the court shall <br /> automatically be deemed part of this Agreement ab ini i . <br />