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force and effect; and, to the extent permitted and possible, the invalid or unenforceable term
<br /> shall be deemed replaced by a term that is valid and enforceable and that comes closest to
<br /> expressing the intention of such invalid or unenforceable term.
<br /> C. TIME: Time is of the essence in this Agreement and each and all of its provisions.
<br /> D. CONSTRUCTION: Nothing in this Agreement shall be construed to the effect that the
<br /> County has any right to influence the Company's business decisions or to receive business
<br /> information from the Company(except as expressly provided in Article 2 and Article 5 hereof).
<br /> E. SIGNATURES: This Agreement together with any amendments or modifications may be
<br /> executed electronically. All electronic signatures affixed hereto evidence the intent of the
<br /> Parties to comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66.
<br /> F. CONFIDENTIALITY:
<br /> 1. County may, during the term of this Agreement, have access to, and acquire
<br /> knowledge regarding confidential and proprietary information, materials, data, financial,
<br /> tax, and/or other information,records, or documents which may be confidential,
<br /> privileged, or otherwise protected in nature and not subject to production under North
<br /> Carolina Public Records laws. To the extent authorized by Chapter 132 of the North
<br /> Carolina General Statutes any such knowledge acquired, and any such record or
<br /> document accessed, by the County shall not be used,published, disclosed, or divulged
<br /> by the County to any person, firm, agency, or other entity. Company acknowledges
<br /> County is a governmental entity subject to the requirements of North Carolina Public
<br /> Records laws and must produce public records upon request.
<br /> 2. Should Company determine any proprietary information, materials,data,
<br /> financial,tax,and/or other information, records,or documents provided to County
<br /> is confidential or proprietary Company SHALL prominently mark such
<br /> proprietary information, materials,data, financial,tax,and/or other information,
<br /> records,or documents CONFIDENTIAL and/or PROPRIETARY and notify
<br /> County of such claim in a separate written document.
<br /> 3. Should County withhold from public records production any information, records, or
<br /> documents based on Company's claim that such information, records, or documents are
<br /> confidential and/or proprietary, Company agrees to intervene in any litigation filed
<br /> against the County to compel production of such information, records, or documents and
<br /> to defend and indemnify County from any and all claims, costs, damages, or fees related
<br /> thereto.
<br /> 15. COMPLIANCE WITH LAW
<br /> A. NON-DISCRIMINATION: Company shall at all times remain in compliance with all
<br /> applicable local, state, and federal laws, rules, and regulations including but not limited to all
<br /> state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County
<br /> Non-Discrimination Policy. Company shall not discriminate against any person based on age
<br /> (as that term is defined in the Orange County Civil Rights Ordinance),race, ethnicity, color,
<br /> national origin,religion, creed, sex, gender, gender identity, gender expression, marital status,
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