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DocuSign Envelope ID:85F8B674-BOBO-49DD-905E-B4A3D145C169 <br /> Agreement, The parties agree to cooperate in the settlemetrt or defense of any such claim, demand, suit or <br /> proceeding. <br /> (d) In the event of a breach or threatened breach of this Agreement by the other <br /> party, the non-breaching party shall be entitled, in addition to any other remedies available to it, to obtain <br /> relief by way of injunction or other equitable relief, <br /> 10. COMPLIANCE WITH LAWS, In the course of their respective performances under this <br /> Agreement, both parties shall comply with all applicable federal, state and local laws and regulations, <br /> including,without limitation, laws and regulations pertaining to trademark and copy rights. <br /> 11. NOTICES, STATEMENTS AND PAYMENTS. All notices, statements and payments <br /> required hereunder shall be sent by fax and overnight mail, or first class snail, or by wire transfer, as <br /> appropriate, to the parties at the following addresses: <br /> For Orange County: Clarence G, Grier,Assistant County Manager and CFO <br /> Orange County Manager's Office <br /> P.O. Box 8181 <br /> I-lillsborough,NC 27278 <br /> For TOA: Triangle Orthopaedic Associates, RA. <br /> Attention: Charles Wilson,CEO <br /> 120 William Penn Plaza <br /> Durham,NC 27704 <br /> 12. WAIVER. The failure of TOA or Orange County at any time to demand strict <br /> performance by the other of any terms, covenants or conditions set forth herein, shall not be construed as <br /> a continuing waiver or relinquishment thereof, and either may at any time demand strict and complete <br /> performance by the other of said terms, covenants and conditions. <br /> 13. ASSIGNMENT. Neither Orange County nor TOA shall have any right to assign or <br /> transfer any of its rights or obligations hereunder without the express written consent of the other party, <br /> except TOA may assign any right or delegate any obligation hercunder to a wholly-owned subsidiary or <br /> to any party to whom TOA sells substantially all of its assets, Ally unauthorized attempt at assignmcnt <br /> shall be void and unenforceable. <br /> 14. FURTHER ASSURANCES, Each party shall, upon the request of the other and without <br /> ftufther consideration, execute and deliver to such other parties such documents as may be necessary and <br /> proper,and take such other action as may be required, to effectively tarty out this Agreement, <br /> 15, INDEPENDENT CONTRACTORS, Both parties shall be independent contractors unto <br /> one another, Nothing herein contained shall be construed to constitute the parties hereto as partners or as <br /> joint venturers, or either as agent of the other, and neither shall have power to obligate or bind the other in <br /> any matuier whatsoever. <br /> 16. SIGNIFICANCE OF HEADINGS. Paragraph headings contained hereunder are solely <br /> for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight <br /> in the construction of this Agreement. Accordingly, in case of any question with respect to the <br /> construction of this Agreement, it is to be construed as though such paragraph headings had been omitted. <br /> 5 <br /> TRI 89008560 <br />