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this Agreement shall terminate automatically without fault or further obligation to County . <br /> Company shall remain free to negotiate a new incentive agreement with County based on new <br /> terms and timelines . <br /> C . INVESTMENT AND EMPLOYMENT PACKAGE : If the Company does not meet and <br /> maintain either the investment or employment goals within the annual timetable set forth in this <br /> Agreement, and does not opt to delay the onset of this Agreement as described above , then the <br /> county will reduce the annual installment payment as set forth in Section 2D of this Agreement <br /> until such time as the Company once again meets both the investment and employment goals . <br /> Reduction shall be computed based on the percentage of the goal not met . In order to qualify for <br /> the full reimbursement, including recovery of any prior reductions , both investment and <br /> employment must meet or exceed the minimum standards outlined above prior to the natural <br /> termination of this Agreement . <br /> 7 . SEVERABILITY <br /> If any term or provision of this Agreement is held to be illegal , invalid, or unenforceable , the <br /> legality, validity, or enforceability of the remaining terms , or provisions of this Agreement shall <br /> not be affected thereby ; and in lieu of such illegal , invalid or unenforceable term or provision, <br /> there shall be added by mutually agreed upon written amendment to this Agreement, a legal , <br /> ision, as similar as possible to the term or provision declared valid, or enforceable term or prov <br /> illegal , invalid, or unenforceable . <br /> 8 . COMPLIANCE WITH THE LOCAL GOVERNMENT BUDGET AND FISCAL CONTROL <br /> ACT OF NORTH CAROLINA GENERAL STATUTES <br /> All appropriations and expenditures pursuant to this Agreement shall be subject to the provisions <br /> of the Local Government Budget and Fiscal Control Act of the North Carolina General Statutes <br /> for cities and counties and shall be listed in the annual report submitted to the Local Government <br /> Commission by the County . <br /> 9 . GOVERNING LAWS , DISPUTE RESOLUTION , & FORUM <br /> This Agreement shall be governed and construed by the Laws of the State of North Carolina . <br /> Any action brought to enforce or contest any term or provision of this Agreement shall be <br /> brought in the North Carolina General Court of Justice sitting in Orange County, North <br /> Carolina . The Parties hereto stipulate to the jurisdiction of said court . It is agreed by the <br /> parties that no other court shall have jurisdiction or venue with respect to any claims , <br /> complaints , suits , or actions . Binding arbitration may not be initiated by either party, however, <br /> the parties may agree to nonbinding mediation of any dispute prior to the bringing of a claim, <br /> complaint, suit or action . <br /> 10 . INDEMNIFICATION <br /> The Company hereby agrees to indemnify , protect and save the County and its officers , <br /> directors , and employees harmless from all liability, obligations , losses , claims , damages , <br /> actions , suits , proceedings , costs and expenses , including reasonable attorneys ' fees , arising <br /> out of, connected with , or resulting directly or indirectly from the business , construction , <br /> maintenance , or operations of the Company or the Facility or the transactions contemplated <br /> Page 7 of 20 <br />