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10.3.1 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 /> 10.4 Dispute Resolution <br /> 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to <br /> any provision of, or the performance or non-performance of, this Agreement shall be brought in <br /> the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is <br /> agreed by the parties that no other court shall have jurisdiction or venue with respect to such <br /> suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the <br /> bringing of such suit or action. <br /> 10.5 Extent of Agreement <br /> 10.5.1 This Agreement represents the entire and integrated agreement between <br /> the County and the Consultant and supersedes all prior negotiations, representations or <br /> agreements, either written or oral. In the event of a conflict among the terms of the Contract <br /> Documents, the priority of documents shall be This Agreement, the County's Request for <br /> Proposals, attachments to the County's Request for Proposals, and the Consultant's Proposal. <br /> This Agreement may be amended only by written instrument signed by both parties. <br /> Modifications may be evidenced by facsimile signatures. <br /> 10.6 Severability <br /> 10.6.1 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 and binding upon the Parties. <br /> 10.7 Ownership of Deliverables <br /> 10.7.1 All Deliverables, together with all supporting materials, source documentation, <br /> data collected, field notes, and working drafts, developed in the performance of this Agreement <br /> shall become the property of the County and may be used on any other project without additional <br /> compensation to the Consultant. The use of the Deliverables by the County or by any person or <br /> entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk <br /> of the County. <br /> 10.8 Non-Appropriation <br /> 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of <br /> this Agreement is based upon the availability of public funding under the authority of its <br /> statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of <br /> County's obligations under this Agreement, then this Agreement shall automatically expire <br /> without penalty to County immediately upon written notice to Consultant of the unavailability <br /> and non-appropriation of public funds. It is expressly agreed that,County shall not activate this <br /> non-appropriation provision for its convenience or to circumvent the requirements of this <br /> Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> Revised July 2010 <br /> 7 <br />