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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 UNC Partnerships in Aging Program in performance of the Contract . OCDOA , <br /> to the extent of North Carolina law will be solely responsible for the OCDOA ' s acts or omissions <br /> and those of its employees , representatives and agents , including but not limited to any and all <br /> wrongful acts and negligence of its employees , representatives and agents . Each Party, to the <br /> extent of North Carolina law will indemnify and hold harmless the other Party with respect to <br /> any and all losses , costs , damages or other liabilities , including without limitation reasonable <br /> attorney ' s fees , arising from the actions or omission of the Party and/or its employees , <br /> representatives and agents . The indemnification in this section shall survive the termination of <br /> the Contract . <br /> SIGNATURE PAGE FOLLOWS <br /> { 00095263 . DOCX } <br />