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a. Limitation and Assi ent. The County and the University each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither <br /> the County nor the University shall assign or transfer its interest in this Agreement <br /> without the 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. Where applicable, failure to maintain compliance with the requirements of <br /> Article 2 of Chapter 64 of the General Statutes constitutes Consultant's breach of this <br /> Agreement. By executing this Agreement University affirms University is in <br /> compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By <br /> executing this Agreement, University certifies that University has not been identified, <br /> and has not utilized the services of any agent or subcontractor, on the Iran divestment <br /> list created by the State Treasurer pursuant to G.S. 147-86.58. <br /> c. 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 <br /> have jurisdiction or venue with respect to such suits or actions. The Parties may agree <br /> to nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> d. Entire Agreement. This Agreement represents the entire and integrated agreement <br /> between the County and the University 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 /> e. Nondiscrimination. The County hereby agrees with the University that, in their <br /> educational and/or employment practices, County and the University will comply with <br /> such state and federal non-discrimination laws as may be applicable to it in the <br /> performance of this agreement. <br /> f. Conduct of Service. The University shall abide by pertinent rules and regulations of <br /> OCHD, Orange County, and the North Carolina Department of Health and Human <br /> Services in the conduct of service. <br /> g. Confidentiality. The University and the County shall comply with such confidentiality <br /> laws as may be applicable in the performance of this agreement and acknowledge that <br /> in receiving, storing, processing or otherwise dealing with any confidential information, <br /> they will safeguard and not further disclose the information except as permitted by the <br /> Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as <br /> amended, and the provisions of the Business Associate Agreement which is attached <br /> hereto and incorporated herein by reference. <br /> h. 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 /> Revised January 2017 6 <br /> {00046427.DOC} <br />