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a. Limitation and Assi ng_men_t. The County and the Provider each bind themselves, <br /> their successors, assigns and legal representatives to the terms of this Agreement. <br /> Neither the County nor the Provider shall assign or transfer its interest in this <br /> Agreement without the written consent of the other, which will not be <br /> unreasonably withheld. <br /> b. Governing Law. This Agreement and the duties, responsibilities, obligations and <br /> rights of respective parties hereunder shall be governed by the laws of the State of <br /> North Carolina. <br /> c. Compliance with Laws. Provider shall at all times remain in compliance with all <br /> applicable local, state, and federal laws, rules, and regulations including but not <br /> limited to all anti-discrimination laws. Pursuant to the terms of North Carolina <br /> General Statute 153A-449(b)no county may enter into a contract with a contractor <br /> unless the contractor and the contractor's subcontractors comply with the <br /> requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. <br /> Where applicable,failure to maintain compliance with the requirements of Article <br /> 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this <br /> Agreement. By executing this Agreement Provider affirms Provider is in <br /> compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. <br /> d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek <br /> damages with respect to any provision of,or the performance or non-performance <br /> of, this Agreement shall be brought in the General Court of Justice of North <br /> Carolina sitting in Orange County,North Carolina. It is agreed by the parties that <br /> no other court shall have jurisdiction or venue with respect to such suits or actions. <br /> The Parties may agree to nonbinding mediation of any dispute prior to the bringing <br /> of such suit or action. <br /> e. Entire Agreement.This Agreement,together with the RFP and its attachments and <br /> the Proposal and its attachments, represents the entire and integrated agreement <br /> between the County and the Provider and supersedes all prior negotiations, <br /> representations or agreements, either written or oral. This Agreement may be <br /> amended only by written instrument signed by both parties.Modifications may be <br /> evidenced by facsimile signatures. <br /> f. Severability. 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 <br /> the Parties. <br /> g. Ownership of Work Product. Should Provider's performance of this Agreement <br /> generate documents,items or things that are specific to the Services and that do not <br /> include confidential information or trade secrets of Provider, such documents, <br /> items or things shall become the property of the County and may be used on any <br /> other project without additional compensation to the Provider. The use of the <br /> documents, items or things by the County or by any person or entity for any <br /> purpose other than the Services as set forth in this Agreement shall be at the full <br /> risk of the County. <br />