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DocuSign Envelope ID:070B775A-08EF-420D-8785-C326C9282933
<br /> for Client unless Provider has given its express prior
<br /> approval in writing; (c) Claims by Assigned Consultants for 7.3 The provisions of this Agreement shall inure to the
<br /> benefits, damages, contributions, or penalties under any benefit of and be binding upon the parties and their
<br /> employee benefit plan, fringe benefit plan, or personnel respective representatives, successors, and assigns.
<br /> policy sponsored and maintained by Client, whether or not Client shall not transfer or assign this Agreement without
<br /> Client's plans exclude Assigned Consultants from the prior written consent of Provider.
<br /> coverage; (d) promises of increased compensation made
<br /> by Client to Assigned Consultants; (e) Claims by any 7.4 This Agreement and the duties, responsibilities,
<br /> person relating to any Client product or service; (f) Client's obligations and rights of respective parties hereunder shall
<br /> making substantial changes in the Assigned Consultant's be governed by the laws of the State of North Carolina.
<br /> job duties or risks without Provider's prior written approval; Provider shall at all times remain in compliance with all
<br /> (g) Claims by any person based on allegations that Client's applicable local, state, and federal laws, rules, and
<br /> business activities damaged the environment; (h) the regulations including but not limited to all state and federal
<br /> conduct of Client's officers, employees, and agents; (i) anti-discrimination laws, policies, rules, and regulations and
<br /> failure by Client to provide Assigned Consultants with a the Orange County Anti-Discrimination Policy. Any
<br /> safe worksite or to provide information, training, and safety violation of this requirement is a breach of this Agreement
<br /> equipment with respect to any hazardous substances or and Client may immediately terminate this Agreement
<br /> conditions to which they may be exposed at the worksite, without further obligation on the part of the Client. This
<br /> whether or not required by law.; (j)acts or omissions of any paragraph is not intended to limit the definition of breach to
<br /> Assigned Consultants in the furtherance of Client's discrimination. By executing this Agreement Provider
<br /> particular business, except to the extent that such claim, affirms that Provider and any subcontractors of Provider
<br /> loss, or liability is caused by Provider's failure to properly are and shall remain in compliance with Article 2 of Chapter
<br /> perform its screening, selection, assignment, or other 64 of the North Carolina General Statutes. Where
<br /> contractual duties with respect to the Assigned Consultant; applicable, failure to maintain compliance with the
<br /> and (k) Claims for special, indirect, consequential, punitive, requirements of Article 2 of Chapter 64 of the General
<br /> or lost profit damages. Statutes constitutes Provider's breach of this Agreement.
<br /> By executing this Agreement Provider affirms Provider is in
<br /> 6.4 Client agrees,to the extent provided by North compliance with Article 2 of Chapter 64 of the North
<br /> Carolina law, to defend, indemnify, and hold harmless Carolina General Statutes. By executing this Agreement,
<br /> Provider against any and all claims, losses, and/or liabilities Provider certifies that Consultant has not been identified,
<br /> that Provider incurs(including reasonable attorney's fees) and has not utilized the services of any agent or
<br /> caused by the fault, negligence, or recklessness of Client subcontractor, on the Iran divestment list created by the
<br /> or Client's officers,employees,or authorized agents or State Treasurer pursuant to G.S. 147-86.58.
<br /> which arise from Client's breach of this Agreement.
<br /> 7.5 Notices. Any notices required or permitted hereunder
<br /> 6.5 As an express condition to indemnification shall be effective on the day of delivery to either party at
<br /> hereunder, the parties shall inform the other within a the address set forth below, or at such other address as
<br /> reasonable period of time not to exceed ten (10) business such party shall specify to the other in a notice given
<br /> days of its receipt of any claim, demand, or notice for which hereunder. Notice shall be delivered by overnight delivery
<br /> indemnification hereunder may be sought. Further, the via either UPS or FedEx, signature required.
<br /> parties agree to cooperate with each other in any
<br /> investigation, evaluation, or defense of such claims, Intersect: The Intersect Group, LLC
<br /> demand, or notice. 10 Glenlake Parkway N.E.
<br /> Suite 300 South Tower
<br /> Atlanta, GA 30328
<br /> Article 7 Miscellaneous
<br /> Client: Orange County Government
<br /> 7.1 No provision of this Agreement may be amended or 200 South Cameron Street
<br /> waived unless such amendment or waiver is agreed to in Hillsborough, NC 27278
<br /> writing signed by the parties. The failure of a party to
<br /> enforce the provisions of this Agreement shall not be 7.6 Signatures. This Agreement together with any
<br /> construed as a waiver of any provision or the right of such amendments or modifications may be executed
<br /> party thereafter to enforce each and every provision of this electronically. All electronic signatures affixed hereto
<br /> Agreement. Each provision of this Agreement shall be evidence the intent of the Parties to comply with Article 11A
<br /> considered severable such that if any one provision or and Article 40 of North Carolina General Statute Chapter
<br /> clause conflicts with existing or future applicable law, or 66.
<br /> may not be given full effect because of such law, this shall
<br /> not affect any other provision which can be given effect 7.7. Non-Appropriation. Provider acknowledges that Client
<br /> without the conflicting provision or clause. is a governmental entity, and the validity of this Agreement
<br /> is based upon the availability of public funding under the
<br /> 7.2 This Agreement, the exhibits attached hereto, contain authority of its statutory mandate.
<br /> the entire understanding between the parties hereto, and
<br /> supersede all prior agreements and understandings In the event that public funds are unavailable and not
<br /> relating to the subject matter hereof. appropriated for the performance of Client's obligations
<br /> The Intersect Group, LLC Page 3 of 9 Confidential
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