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DocuSign Envelope ID:2093CBA0-8977-4E30-9991-7852DB4E7A78 <br /> MIDW hARE <br /> LJBRARIANS MEDIA SOURCE <br /> ^may <br /> any third party, except to the extent required to be disclosed pursuant to governmental or judicial process, <br /> including the North Carolina Public Records Act, set forth at Chapter 132 of the North Carolina General <br /> Statutes, provided that notice of such process is promptly provided to the disclosing Party in order that it <br /> may have every opportunity to intercede in such process to contest such disclosure or seek an appropriate <br /> protective order. Midwest agrees to indemnify and hold harmless Orange County and each of its officers, <br /> employees, and agents from all costs, damages, and expenses incurred in connection with refusing to <br /> disclose any material which Midwest has designated Confidential Information. Confidential Information is <br /> the property of the disclosing Party, and the receiving Party will not be deemed by virtue of its access to <br /> Confidential Information to have acquired any right or interest in or to any such Confidential Information. <br /> Confidential Information does not affect either Party's right to use or disclose information that is not <br /> Confidential Information, including information that is in the public domain or that the receiving Party can <br /> show was known to it without any confidentiality obligation prior to the disclosure by the disclosing Party. <br /> Compliance with Applicable Laws and Regulations. The Parties will,at their own expense, comply with <br /> all applicable laws, ordinances, rules, regulations, and other legal requirements in connection with their <br /> performance under this Agreement, including but not limited to all state and federal anti-discrimination laws <br /> policies, rules,and regulations and the Orange County Non-Discrimination Policy and Orange County Living <br /> Wage Policy (each policy is incorporated herein by reference and may be viewed at <br /> http://www.oranqecountync.qov/departments/purchasinq division/contracts.php.). Any violation of this <br /> requirement is a breach of this Agreement and Orange County may immediately terminate this Agreement <br /> without further obligation on the part of Orange County. This paragraph is not intended to limit and does <br /> not limit the definition of breach to discrimination. By executing this Agreement Midwest affirms that <br /> Midwest is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br /> Statutes. By executing this Agreement Midwest certifies that Midwest has not been identified, and has not <br /> utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to <br /> G.S. 147-86.58 <br /> Assignment. Except as provided herein,neither Party may, by operation of law or otherwise, assign, <br /> sublicense, or otherwise transfer any of its rights or obligations under this Agreement without the prior <br /> written consent of the other Party, which may not be unreasonably withheld or delayed. Either Party may <br /> assign, transfer, or otherwise delegate any or all of its rights and obligations under this Agreement to any <br /> successor carrying on that part of the business to which this Agreement relates or to any purchaser of all <br /> or substantially all of the assets or stock of such Party. Each Party may appoint contractors to perform part <br /> of its obligations hereunder, provided that the Party remains fully responsible for such contractor's <br /> performance. This Agreement binds, benefits, and is enforceable by and against both Parties and their <br /> respective successors and permitted assigns. <br /> Notices. Notices required by this Agreement must be sent by United States mail, as well as by electronic <br /> mail (or by facsimile), directed as follows: <br /> Midwest Tape, LLC: Library:Orange County Library <br /> 6950 Hall Street Attn: Nitya Fiorentino <br /> Holland, Ohio 43528 137 W. Margaret Lane <br /> info(a7midwesttapes.com Hillsborough, NC 27278 <br /> 1 (800) 875-2785 nfiorentino(a.orangecountync.gov <br /> 919-245-2525 <br /> Amendment. No amendment, modification, addendum, or revision to this Agreement is valid unless it is <br /> in writing and signed by all Parties to this Agreement. <br /> Arms-Length Negotiations. This Agreement was negotiated at arm's length with each Party receiving <br /> advice from independent legal counsel, and has been executed and delivered in good faith. It is the intent <br /> 2/2016U Page 7 <br />