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47 <br /> claim for damages by the Owner for any breach of this Agreement or a waiver of any other required compliance with this Agreement by <br /> the Designer. <br /> 11.5.2 Owner and Designer mutually waive any claim against each other for consequential damages. Consequential Damages include: <br /> A. Damages incurred by Owner for loss of use,income,financing,or business. <br /> B. Damages incurred by Designer for office expenses,including personnel,loss of financing,profit,income,business, <br /> damage to reputation,or any other non-direct damages. <br /> ARTICLE 12 <br /> ADDITIONAL PROVISIONS <br /> 12.1 Confidentiality <br /> 12.1.1 The Designer and its Consultants shall use their best efforts not to disclose or permit the disclosure of any confidential <br /> information relating to the Project,except to its agents,employees and other consultants who need such confidential information in <br /> order to properly perform their duties relative to this Agreement. <br /> 12.2 Limitation and Assignment <br /> 12.2.1 The Owner and the Designer each bind themselves,their successors,assigns and legal representatives to the terms of this <br /> Agreement.Neither the Owner nor the Designer shall assign or transfer its interest in this Agreement without the written consent of the <br /> other. <br /> 12.3 Governing Law <br /> 12.3.1 This Agreement and the duties,responsibilities,obligations and rights of respective parties hereunder shall be governed by the <br /> laws of the State of North Carolina. <br /> 12.4 Dispute Resolution <br /> 12.4.1 Any dispute arising under pursuant to the Project shall be addressed under the terms of the Dispute Resolution Rules and <br /> Procedures for Orange County Design,Building Construction,Renovation,and Repair Projects. These rules and regulations are available <br /> upon request. <br /> 12.4.2 Any and all suits or actions to enforce,interpret or seek damages with respect to any provision of,or the performance or non- <br /> performance of,this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North <br /> Carolina,and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. <br /> 12.5 Extent of Agreement <br /> 12.5.1 This Agreement represents the entire and integrated agreement between the Owner and the Designer and supersedes all prior <br /> negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed <br /> by both the Owner and the Designer. <br /> 12.6 Severability <br /> 13 <br /> Revised 3/16 <br />