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8 <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the County <br /> within seven (7) days, at no additional cost, all deliverables including any <br /> electronic data or files relating to the Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br /> the County to require compliance by the Provider with any provisions of this Agreement <br /> or the waiver by the County of any breach of this Agreement shall not constitute a <br /> waiver of any claim for damages by the County for any breach of this Agreement or a <br /> waiver of any other required compliance with this Agreement. <br /> 11. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither the <br /> County nor the Provider shall assign or transfer its interest in this Agreement without the <br /> written consent of the other. <br /> b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> 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 limited <br /> to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute <br /> 153A-449(b) no county may enter into a contract with a contractor unless the contractor <br /> and the contractor's subcontractors comply with the requirements of Article 2 of Chapter <br /> 64 of the North Carolina General Statutes. Where applicable, failure to maintain <br /> compliance with the requirements of Article 2 of Chapter 64 of the General Statutes <br /> constitutes Provider's breach of this Agreement. By executing this Agreement Provider <br /> affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina <br /> General Statutes. <br /> d. Dispute Resolution. Any and all suits or actions to enforce, interpret, or seek damages <br /> with respect to any provision of, or the performance or non-performance of, this <br /> Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br /> Orange County, North Carolina. It is agreed by the parties that no other court shall have <br /> jurisdiction or venue with respect to such suits or actions. Binding arbitration may not <br /> be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br /> any dispute prior to the bringing of such suit or action. <br /> e. Entire Agreement. This Agreement, together with the RFP and its attachments and the <br /> Proposal and its attachments, represents the entire and integrated agreement between the <br /> County and the Provider and supersedes all prior negotiations, representations or <br /> agreements, either written or oral. This Agreement may be amended only by written <br /> instrument signed by both parties. Modifications may be evidenced by facsimile <br /> signatures. <br /> Revised 10/14 6 <br />