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DocuSign Envelope ID: E45930OD-0094-4E66-A944-039543AOE351 <br /> 11.5.1 The payment of any sums by the Owner under this Agreement or the failure of the Owner to require compliance by the Designer <br /> with any provisions of this Agreement or the waiver by the Owner of any breach of this Agreement shall not constitute a waiver of any <br /> claim for damages by the Owner for any breach of this Agreement or a waiver of any other required compliance with this Agreement by <br /> the Designer. <br /> 11.5.2 Owner and Designer mutually waive any claim against each other for consequential damages. Consequential Damages include: <br /> A. Damages incurred by Owner for loss of use, income,financing,or business. <br /> B. Damages incurred by Designer for office expenses, including personnel, loss of financing, profit, income, business, <br /> damage to reputation,and/or any other non-direct damages. <br /> ARTICLE 12 <br /> ADDITIONAL PROVISIONS <br /> 12.1 Confidentiality <br /> 12.1.1 The Designer and its Consultants shall use their hest efforts not to disclose or permit the disclosure of any confidential <br /> information relating to the Project,except to its agents,employees and other Consultants who need such confidential information in <br /> order to properly perform their duties relative to this Agreement. <br /> 12.2 Limitation and Assignment <br /> 12.2.1 The Owner and the Designer each bind themselves,their successors,assigns and legal representatives to the terms of this <br /> Agreement. Neither the Owner nor the Designer shall assign or transfer its interest in this Agreement without the written consent of the <br /> other. <br /> 12.3 Governing Law <br /> 12.3.1 This Agreement and the duties, responsibilities,obligations and rights of respective parties hereunder shall be governed by the <br /> laws of the State of North Carolina. <br /> 12.4 Dispute Resolution <br /> 12.4.1 Any dispute arising under pursuant to the Project shall be addressed under the terms of the Dispute Resolution Rules and <br /> Procedures far Orange County Design, Building Construction, Renovation, and Repair Projects. These rules and regulations are available <br /> upon request. <br /> 12.4.2 Any and all suits or actions to enforce,interpret or seek damages with respect to any provision of, or the performance or non- <br /> performance of,this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North <br /> Carolina, and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. <br /> 12.5 Extent of Agreement <br /> 13 <br /> Revised 10/17 <br />