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Without limiting the generality of this Section,THE PARTIES agree that after the termination or <br /> expiration of this Agreement, such PARTIES will not use the proprietary, confidential <br /> information of the other PARTY to provide the same or similar services to any person(unless and <br /> until such information ceases to be proprietary and confidential through no fault of the PARTY <br /> seeking to use the same), however, nothing in this Section shall prohibit Provider or its affiliates, <br /> after termination of this Agreement, from providing a service to County similar to the services <br /> provided by in this Agreement as long as neither Provider nor its affiliates uses the proprietary, <br /> confidential information of WorkSTEPS in so doing. <br /> 12. North Carolina Public Records Act. Provider and WorkSTEPS acknowledge that this Agreement, <br /> the Confidential Information and any documents, memorandum, data, reports, analyses, <br /> compilations,records,pricing and evaluation of all or any portion of the transactions contemplated <br /> by this Agreement may be deemed public records and subject to disclosure, in whole or in part, <br /> pursuant to the North Carolina Public Records Law. County will provide WorkSTEPS with <br /> prompt notice of any intended disclosures or requests for disclosure pursuant to the North Carolina <br /> Public Records Law and an appropriate opportunity to seek protection of the Confidential <br /> Information consistent with all applicable laws and regulations. Should a public records request <br /> be made for information WorkSTEPS claims is proprietary in nature, County will, within a <br /> reasonable time, notify WorkSTEPS of such public records request. WorkSTEPS shall, within <br /> five (5) business days of said notification provide notice that it does or does not object to the <br /> County disclosing the requested information pursuant to the subject public records request. If <br /> WorkSTEPS objects to the disclosure of the requested information, WorkSTEPS agrees that it <br /> shall be solely responsible for the defense of and the cost of defending any claim or complaint <br /> against the County for its refusal to disclose Confidential Information. WorkSTEPS agrees that if <br /> any such complaint or claim is filed it will indemnify County and will reimburse County for any <br /> and all damages awarded against County its refusal to disclose the requested information. <br /> WorkSTEPS agrees that it releases County from all loss, liability, claims or expense, including <br /> attorney's fees, arising out of or related to the release or disclosure or failure by the County to <br /> release or disclose Confidential Information. WorkSTEPS further agrees that it waives the right to <br /> file any court action for any such release, disclosure, or failure to release or disclose Confidential <br /> Information. <br /> 13. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, <br /> and further agree that it constitutes the complete and exclusive statement of the Agreement <br /> between the parties unless and until modified in writing and signed by the parties. Modifications <br /> may be evidenced by telefacsimile signature. <br /> 14. Governing Law: The Parties agree that this Agreement shall be governed by the laws of the State <br /> of North Carolina. Should any party initiate litigation to settle any dispute involving the terms of <br /> this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina <br /> seated in Orange County,North Carolina. <br /> 15. Non Appropriation: Provider and WorkSTEPS acknowledge that County is a governmental entity, <br /> and the validity of this Agreement is based upon the availability of public funding under the <br /> authority of its statutory mandate. In the event that public funds are unavailable and not <br /> appropriated for the performance of County's obligations under this Agreement, then this <br /> Agreement shall automatically expire without penalty to County immediately upon written notice <br /> to Provider of the unavailability and non-appropriation of public funds. <br /> IN WITNESS WHEREOF, Orange County, WorkSTEPS and the Provider have signed this Agreement, <br /> effective as of the day first written above. <br /> AGREED TO THIS DAY OF 2013. <br /> 4 <br />