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DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 <br />shall be responsible for payment of subscription fees associated with such one year term, <br />even if termination occurs early. <br />i. ii) Should this Agreement be terminated, the Provider shall deliver to the County within <br />seven (7) days, at no additional cost, all deliverables including any electronic data or files <br />relating to the Project. <br />a. d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Provider with any provisions of this Agreement or the <br />waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim <br />for damages by the County for any breach of this Agreement or a waiver of any other required <br />compliance with this Agreement. <br />a. e. Intentionally omitted. <br />a. 11. Additional Provisions <br />a. a. Limitation and Assignment. _ The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the County <br />nor the Provider shall assign or transfer its interest in this Agreement without the written consent <br />of the other. <br />a. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. By <br />executing this Agreement Provider affirms that Provider and any subcontractors of Provider are <br />and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br />Statutes. By executing this Agreement Provider certifies that Provider has not been identified, <br />and has not utilized the services of any agent or subcontractor identified, on the list created by <br />the State Treasurer pursuant to G.S. 147 - 86.58. By executing this Agreement Provider certifies <br />that Provider has not been identified, and has not utilized the services of any agent or <br />subcontractor identified, on the list created by the State Treasurer pursuant to G. S. 147 - 86.81. <br />a. c. Non - Discrimination. Provider shall at all times remain in compliance with all applicable <br />local, state, and federal laws, rules, and regulations including but not limited to all state and federal <br />non - discrimination laws, policies, rules, and regulations and the Orange County Non - <br />Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein <br />by reference and may be viewed at <br />http: / /www.oran ec�ountync. ov�/departments /purchasing division/contracts.php.) Any violation <br />of the Orange County Non - Discrimination Policy is a breach of this Agreement and County may <br />immediately terminate this Agreement without further obligation on the part of the County. This <br />paragraph is not intended to limit and does not limit the definition of breach to discrimination. <br />a. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br />with respect to any provision of, or the performance or non - performance of, this Agreement shall <br />be brought in the General Court of Justice of North Carolina sitting in Orange County, North <br />Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br />