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as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or <br /> workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of <br /> any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. <br /> 4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately <br /> insure itself during the performance of these services as required by the County's Risk Management Policy. <br /> 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County <br /> from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br /> attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or <br /> destruction of any property caused in whole or in part by any negligent or intentional act or omission on the <br /> part of the Provider. <br /> 6. Termination: This Agreement may be terminated at any time by mutual written agreement of <br /> the parties or by the County for any reason at any time after the first six months of the term upon 30 days' <br /> written notice to the Provider. <br /> 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its <br /> terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between <br /> the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced <br /> by telefacsimile signature. <br /> 8. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the <br /> State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this <br /> Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in <br /> Orange County,North Carolina. <br /> 9. Non Appropriation: Provider acknowledges that County is a governmental entity, and the <br /> validity of this Agreement is based upon the availability of public funding under the authority of its statutory <br /> mandate. In the event that public funds are unavailable and not appropriated for the performance of County's <br /> obligations under this Agreement, then this Agreement shall automatically expire without penalty to County <br /> immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br /> IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective <br /> as of the day first written above. <br /> ORAN C T PROVIDER <br /> v <br /> By / By: <br /> County nager Title: <br /> 200 S. Cameron St. Diane Kuehn <br /> P.O. Box 8181 VisionPoint Media, Inc. <br /> Hillsborough,NC 27278 2443 Lynn Road, Suite 108, Raleigh Nc 27612 <br /> This instru nt has been ap ove as ec ical content. <br /> Laur( P licelli, epart ent Director <br /> This instrument has een e-audited in the manner required by the Local Government Budget and Fiscal <br /> Control Act. <br /> Revised July 2010 2 <br />