2017-218-E Housing - Emphasys Software for housing choice voucher

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DocuSign Envelope ID: E99BD042-6278-47A2-A065-D9DF68E4A938 10. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies,rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 11. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 12. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. 12. Proprietary Information&Non-Disclosure a. Licensed Software, including source code and Support Services, and all documents related thereto, constitutes proprietary information and trade secrets to Provider or to the principals for whom Provider is the authorized agent. Title and full ownership, including any modifications or revisions thereto, shall at all times remain with Provider or its principal. b. County may not make copies of the Licensed Software except for backup, archival, emergency recovery purposes or to replace a worn copy. If this License Agreement is terminated, all such copies must be destroyed and the Licensed Software returned to Provider. c. County agrees that it will not allow others to reverse engineer, disassemble, de-compile or in any way tamper with the Licensed Software. d. County shall take all reasonable steps to ensure that all Licensed Software, in whatever form, and all documents relating thereto, are held in confidence by County, its employees and consultants and are not disclosed or made available to any third party not licensed by Provider, without the prior written consent of Provider. County shall instruct in writing all parties having access to the Software of their obligations under this Article. e. In the event of County's breach of this Article, as determined by Provider, Provider shall have the right to enjoin County from further breach and obtain such relief as may be determined by a court of competent jurisdiction. [SIGNATURE PAGE TO FOLLOW] Revised 2/17 3