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8. COMPLIANCE WITH THE LOCAL GOVERNMENT BUDGET AND FISCAL CONTROL <br /> ACT OF NORTH CAROLINA GENERAL STATUTES <br /> All appropriations and expenditures pursuant to this Agreement shall be subject to the provisions <br /> of the Local Government Budget and Fiscal Control Act of the North Carolina General Statutes <br /> for cities and counties and shall be listed in the annual report submitted to the Local Government <br /> Commission by the County. <br /> 9. GOVERNING LAWS,DISPUTE RESOLUTION,& FORUM <br /> This Agreement shall be governed and construed according to the laws of the State of North <br /> Carolina. Any action brought to enforce or contest any term or provision of this Agreement <br /> shall be brought in the North Carolina General Court of Justice sitting in Orange County,North <br /> Carolina. The Parties hereto stipulate to the jurisdiction of said court. It is agreed by the <br /> parties that no other court shall have jurisdiction or venue with respect to such suits or actions. <br /> Binding arbitration may not be initiated by either party,however,the parties may agree to <br /> nonbinding mediation of any dispute prior to the bringing of a suit or action. <br /> 10. INDEMNIFICATION <br /> The Company and the County each hereby agree to indemnify, protect and save the other <br /> party and its officers, directors, and employees harmless from all liability, obligations, losses, <br /> claims, damages, actions, suits,proceedings, costs and expenses, including reasonable <br /> attorneys' fees, arising out of, connected with, or resulting directly or indirectly from this <br /> Agreement. The indemnification arising under this Article shall survive the Agreement's <br /> termination. <br /> 11. TERMINATION <br /> A. COMPANY: Upon Company's meeting its sales, valuation, and employment obligations <br /> as set out in Article 2 above and upon Company's certification to such and certification of the <br /> payment of all real and personal property Taxes, as set out in Article 5 above,then upon the <br /> occurrence of any of the following events, the Company shall have the option of terminating <br /> this Agreement: failure of the County to provide the initial inducement installment as <br /> provided in Article 3 of this Agreement; or, under the same circumstances, failure of the <br /> County to make future inducement installments, as provided for in Article 3 of this <br /> Agreement. Should the Company exercise its option to terminate this Agreement,pursuant to <br /> this Article for such failure by the County,the Company shall be entitled to retain all funds paid <br /> to or for the benefit of the Company pursuant to this Agreement. Conversely, should the <br /> Company terminate this Agreement for any reason other than the default by the County to <br /> provide for any inducement installment to the Company, the Company shall repay to the <br /> County all funds paid to or for the benefit of the Company pursuant to this Agreement. <br /> Thereafter,the County shall have no further obligation to make inducement installments <br /> annually or otherwise. Any such termination of this Agreement by the Company shall be in <br /> writing and shall meet notice requirements as set out herein. <br /> B. COUNTY: The County shall have the option of terminating this Agreement upon any <br /> Abandonment of Operations by the Company, without penalty to the County, which option <br /> shall be executed by giving written notice to the Company. "Abandonment of Operations" <br /> Page 7 of 13 <br />