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12. The laws of the State of North Carolina shall govern the validity and interpretation of the <br />terms and conditions of this Agreement. <br />13. To the extent permitted by and in accordance with the North Carolina Tort claims <br />Act, UNCPIAP will indemnify OCDOA for any liability or loss arising from the negligent action <br />or omissions of UNCPIAP in performance of the Contract. OCDOA, to the extent of North <br />Carolina law will be solely responsible for the OCDOA's acts or omissions and those of its <br />employees, representatives and agents, including but not limited to any and all wrongful acts and <br />negligence of its employees, representatives and agents. Each Party, to the extent of North <br />Carolina law will indemnify and hold harmless the other Party with respect to any and all losses, <br />costs, damages or other liabilities, including without limitation reasonable attorney's fees, arising <br />from the actions or omission of the Party and /or its employees, representatives and agents. The <br />indemnification in this section shall survive the termination of the Contract. <br />SIGNATURE PAGE FOLLOWS <br />{00095263.DOCX} <br />