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DocuSign Envelope ID: D1041CA6-DBD4-42BE-8B32-7C592BF2BA15 <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 state and federal anti-discrimination laws, policies, rules, and regulations and the <br /> Orange County Anti-Discrimination Policy. Any violation of this requirement is a <br /> breach of this Agreement and County may immediately terminate this Agreement <br /> without further obligation on the part of the County. This paragraph is not intended to <br /> limit and does not limit the definition of breach to discrimination. By executing this <br /> Agreement Provider affirms that Provider and any subcontractors of Provider are and <br /> shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br /> Statutes. By executing this Agreement Provider certifies that Provider has not been <br /> identified, and has not utilized the services of any agent or subcontractor, on the list <br /> created by the State Treasurer pursuant to G.S. 147-86.58. <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 a suit or action. <br /> e. Entire Agreement. This Agreement, together with the Provider's License Agreement, <br /> Professional Services Agreement, and Support/Maintenance Agreement, the RFP and its <br /> attachments, and the Proposal and its attachments, represents the entire and integrated <br /> agreement between the County and the Provider and supersedes all prior negotiations, <br /> representations or agreements, either written or oral. This Agreement may be amended <br /> only by written instrument signed by both parties. Modifications may be evidenced by <br /> facsimile signatures. <br /> f. Severability. If any provision of this Agreement is held as a matter of law to be <br /> unenforceable, the remainder of this Agreement shall be valid and binding upon the <br /> Parties. <br /> g. Ownership of Work Product. Should Provider's performance of this Agreement generate <br /> documents, items or things that are specific to this Project such documents, items or <br /> things shall become the property of the County and may be used on any other project <br /> without additional compensation to the Provider. The use of the documents, items or <br /> things by the County or by any person or entity for any purpose other than the Project as <br /> set forth in this Agreement shall be at the full risk of the County. <br /> h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br /> the validity of this Agreement is based upon the availability of public funding under the <br /> authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of <br /> Revised 6/16 6 <br />