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DocuSign Envelope ID: 7C9EE6E9-EC44-4535-8178-F1 1 E04EBE677 <br />persons or damage to or destruction of any property caused in whole or in part by any negligent or <br />intentional act or omission on the part of the Provider. <br />11. CONFIDENTIALITY <br />Provider may, during the course of providing services hereunder or in relation to this Agreement <br />have access to, and acquire knowledge regarding personnel, materials, data, systems, legal, <br />economic development, tax, and /or other information which may not be accessible or known to the <br />general public. Any such knowledge acquired by the Provider shall not be used, published or <br />divulged by the Provider to any person, firm or other entity without prior written approval of the <br />County unless such use, publication or divulgence is in the direct furtherance of the provision of <br />services set out in this Agreement. Provider specifically agrees that the foregoing confidentiality <br />obligation applies to the terms of this Agreement and any information disclosed to the Provider in <br />any document provided to the Provider by the County. Provider agrees to be bound by the terms <br />of this section of this Agreement in perpetuity. <br />12. RECORD AND /OR DOCUMENT RETENTION AND SECURITY <br />Provider agrees to maintain all records and /or documents of, or related to, the employment and <br />services set out in this Agreement on the property of the County, specifically, in the office of <br />Orange County Health Department Dental Clinic. In the event the removal of such records and /or <br />documents from the property of the County is necessary for the furtherance of the employment <br />and provision of services set out in this Agreement the Provider agrees to maintain such records <br />and /or documents in a safe and secure location. Provider agrees that upon the conclusion of the <br />provision of services to the County it will leave all records and /or documents and things <br />accumulated in the furtherance of the provision of services set out in this Agreement in a safe and <br />secure location upon the property of the County, specifically, Orange County Health Department <br />Dental Clinic. <br />13. NONAPPROPRIATION <br />Provider acknowledges that County is a governmental entity, and the contract validity is based <br />upon the availability of public funding under the authority of its statutory mandate. <br />In the event that public funds are unavailable and not appropriated for the performance of County's <br />obligations under this contract, then this contract shall automatically expire without penalty to <br />County thirty (30) days after written notice to Provider of the unavailability and non - appropriation of <br />public funds. It is expressly agreed that County shall not activate this non - appropriation provision <br />for its convenience or to circumvent the requirements of this contract, but only as an emergency <br />fiscal measure during a substantial fiscal crisis. <br />In the event of a change in the County's statutory authority, mandate and mandated functions, by <br />state and federal legislative or regulatory action, which adversely affects County's authority to <br />continue its obligations under this contract, then this contract shall automatically terminate without <br />penalty to County upon written notice to Provider of such limitation or change in County's legal <br />authority. <br />14. SEVERABILITY <br />Should any word, sentence, paragraph or clause of this Agreement be determined to be unlawful, <br />it shall have no bearing or impact on the remaining terms of the Agreement which shall remain <br />Revised 10/17 <br />