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DocuSign Envelope ID: 8D759C14- 37D5- 44D8- A8F3- B194B7034410 <br />subcontract for those services which are ordinarily or customarily provided by others or which are necessary to prevent or <br />minimize danger to persons, property or equipment. <br />14. Independent Contractor Status. Unless expressly stated otherwise in the scope of services, in performing its <br />services under this Agreement, H &H is an independent contractor of Client and no other relationship exists between H &H <br />and Client. <br />15. Miscellaneous. <br />A. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject <br />matter hereof and supersedes all agreements and understandings between the parties concerning the subject matter hereof. <br />B. Severability. If any provision of this Agreement is held to be unenforceable, invalid or illegal by any court of <br />competent jurisdiction, such unenforceable, invalid or illegal provisions shall not affect the remainder of this Agreement. <br />C. Headings. The headings of the Sections herein are for convenience of reference only and are not to be <br />considered in construing this Agreement. <br />D. Governing Law. The validity of this Agreement and the interpretation and performance of all of its terms shall <br />be governed by the substantive laws of the State ofNorth Carolina, without regard to the conflict of laws provisions thereof. <br />E. Submission to Jurisdiction. Each of the Parties submits to the exclusive jurisdiction of any state or federal <br />court sitting in Charlotte, North Carolina, in any action or proceeding arising out of or relating to this Agreement, agrees <br />that all claims in respect of the action or proceeding may be heard and determined in any such court and agrees not to <br />bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties waives <br />any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, <br />surety or other security that might be required of any other Party with respect thereto. Each Party agrees that process <br />may be served upon them in any manner authorized by the laws of the State of North Carolina and waives and covenants <br />not to assert or plead any objection that they might otherwise have to such process. Each Party agrees that a final <br />judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in <br />any other manner provided by law. <br />F. Waiver. Failure of either party to insist upon strict compliance with any of the terms, covenants and conditions <br />hereof shall not be deemed a waiver or relinquishment of any similar right or power hereunder at any subsequent time or of <br />any other provision hereof. <br />G. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing, and <br />if sent by personal delivery or by certified mail, return receipt requested, to the party to whom notice should be given at the <br />address as follows: <br />If to H &H: If to Client, to the address set forth below: <br />Hart & Hickman, P.C. <br />2923 S. Tryon St, Suite 100 <br />Charlotte, NC 28203 <br />Attention: Attention: <br />or to such other address as the parties may specify, in writing, from time to time. <br />H. Modification of Agreement. This Agreement may be modified by the parties only by a written supplemental <br />agreement executed by both parties. <br />I. No Third -Party Beneficiaries. This Agreement shall not create any rights or benefits in any person or entity other <br />than Client and H &H, nor is it intended to create any third -party beneficiaries to it. <br />J. Re -use of Documents. All documents, including drawings and specifications, prepared or furnished by <br />H &H (and H &H's agents and sub - contractors) pursuant to this Agreement are instruments of service, and H &H shall <br />retain an ownership and property interest therein whether or not the services are completed. Client may make and retain <br />copies for information and reference in connection with the project; however, such documents are not intended or <br />represented to be suitable for re -use by Client or others on extensions of the project or on any other project. Any re -use <br />without written verification or adaptation by H &H for the specific purpose intended will be at Client's sole risk and <br />without liability to the H &H for any and all losses, cost, expense and damages whatsoever arising out of such re -use. <br />hart � �11�C�(man <br />SMARTER ENVIRONMENTAL SOLUTIONS <br />