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willful misconduct of the County except to the extent same are caused by the negligence or <br /> misconduct of the Town. <br /> 7. Entire Agreement. The parties agree to be bound by the terms of this Agreement, and <br /> further agree that it constitutes the complete and exclusive statement of the Agreement <br /> between the parties and any modifications to this Agreement shall be in writing and signed <br /> by both the parties. <br /> 8. Governing Law. The parties agree that this Agreement shall be governed by the laws of the <br /> State of North Carolina. In the event of any dispute between the parties, venue is properly <br /> laid in Orange County, North Carolina for any state court action and in the Middle District <br /> of North Carolina for any federal court action. <br /> 9. Severability. The parties intend and agree that if any provision of this contract or any portion <br /> thereof shall be held to be void or otherwise unenforceable, all other portions of this <br /> Contract shall remain in full force and effect. <br /> 10. Amendment. This Contract may be amended in writing by mutual agreement of the Town <br /> and County. <br /> 11. Assignment. This Contract shall not be assigned without the prior written consent of the <br /> parties. <br /> [SIGNATURES ON FOLLOWING PAGE.] <br />