2014-573-E HR - Job Ready Services, LLC for the WorkSTEPS Testing Program for Workplace Fitness For Duty and Functional Capacity Testing for Certain Work Groups $15,000

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DocuSign Envelope ID: Al E64657- B4BC- 4CBD- BBDE- 98475BE11255 Without limiting the generality of this Section, THE PARTIES agree that after the termination or expiration of this Agreement, such PARTIES will not use the proprietary, confidential information of the other PARTY to provide the same or similar services to any person (unless and until such information ceases to be proprietary and confidential through no fault of the PARTY seeking to use the same), however, nothing in this Section shall prohibit Provider or its affiliates, after termination of this Agreement, from providing a service to County similar to the services provided by in this Agreement as long as neither Provider nor its affiliates uses the proprietary, confidential information of WorkSTEPS in so doing. 12. North Carolina Public Records Act. Provider and WorkSTEPS acknowledge that this Agreement, the Confidential Information and any documents, memorandum, data, reports, analyses, compilations, records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement may be deemed public records and subject to disclosure, in whole or in part, pursuant to the North Carolina Public Records Law. County will provide WorkSTEPS with prompt notice of any intended disclosures or requests for disclosure pursuant to the North Carolina Public Records Law and an appropriate opportunity to seek protection of the Confidential Information consistent with all applicable laws and regulations. Should a public records request be made for information WorkSTEPS claims is proprietary in nature, County will, within a reasonable time, notify WorkSTEPS of such public records request. WorkSTEPS shall, within five (5) business days of said notification provide notice that it does or does not object to the County disclosing the requested information pursuant to the subject public records request. If WorkSTEPS objects to the disclosure of the requested information, WorkSTEPS agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the County for its refusal to disclose Confidential Information. WorkSTEPS agrees that if any such complaint or claim is filed it will indemnify County and will reimburse County for any and all damages awarded against County its refusal to disclose the requested information. WorkSTEPS agrees that it releases County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the release or disclosure or failure by the County to release or disclose Confidential Information. WorkSTEPS further agrees that it waives the right to file any court action for any such release, disclosure, or failure to release or disclose Confidential Information. 13. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 14. Governing Law: The Parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should any party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. 15. Non Appropriation: Provider and WorkSTEPS acknowledge that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non - appropriation of public funds. IN WITNESS WHEREOF, Orange County, WorkSTEPS and the Provider have signed this Agreement, effective as of the day first written above. AGREED TO THIS J_ DAY OF ltav'p—� , 2014.