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DocuSign Envelope ID:8433EODF-BA45-445A-8ECO-92271C65CC98 <br /> 11.4.3 A suspension,delay or interruption of the Project shall not terminate this Agreement; provided, however,that if <br /> such suspension,delay or interruption causes a suspension of the Designer's services for a period exceeding ninety(90) <br /> days,the Designer's compensation for Basic Services may be equitably adjusted upon mutual agreement of the parties. <br /> 11.5 Waiver <br /> 11.5.1 The payment of any sums by the Owner under this Agreement or the failure of the Owner to require compliance <br /> by the Designer with any provisions of this Agreement or the waiver by the Owner of any breach of this Agreement shall <br /> not constitute a waiver of any claim for damages by the Owner for any breach of this Agreement or a waiver of any <br /> other required compliance with this Agreement by the Designer. <br /> 11.5.2 Owner and Designer mutually waive any claim against each other for consequential damages. Consequential <br /> ❑amages 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, <br /> business,damage to reputation, ❑r 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 best efforts not to disclose or permit the disclosure of any <br /> confidential information relating to the Project,except to its agents, employees and other Consultants who need such <br /> confidential information in 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 <br /> terms of this Agreement. Neither the Owner nor the Designer shall assign or transfer its interest in this Agreement <br /> without the written consent of the 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 <br /> governed by the 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 <br /> Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. These rules <br /> and regulations are available upon request. <br /> 14 <br /> Revised 11/19 <br />