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DocuSign Envelope ID:8D6BF819-7F7F-492F-B590-6156F7327668 <br /> will apply to all matters of initial employment,tenure, and terms of employment, or otherwise with <br /> respect to any matter directly or indirectly relating to employment concerning race, color, religion, <br /> national origin, age,sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability <br /> to perform the duties of a particular job or position, height,weight, marital status, or political affiliation. <br /> We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable <br /> law. <br /> 6. E-Verify. Pursuant to the terms of North Carolina General Statute 1S3A-449(b), no North Carolina county <br /> may enter into a contract with a contractor unless the contractor and the contractor's subcontractors <br /> comply with the requirements of Article 2, Chapter 64 of the North Carolina General Statutes. Where <br /> applicable, failure to maintain such compliance constitutes breach of contract. We affirm our compliance <br /> with the requirements of Article 2, Chapter 64. <br /> 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written <br /> consent, not to be unreasonably withheld. <br /> 8. No Assignment. Neither party may assign this Agreement without the prior written consent of the other <br /> party; provided, however, that your consent is not required in the event we have a change of control. <br /> 9. Force Maieure. Neither party will be liable for delays in performing its obligations under this Agreement to <br /> the extent that the delay is caused by Force Majeure; provided, however,that within ten (10) business <br /> days of the Force Majeure event,the party whose performance is delayed provides the other party with <br /> written notice explaining the cause and extent thereof, as well as a request for a reasonable time <br /> extension equal to the estimated duration of the Force Majeure event. <br /> 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. <br /> No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to <br /> make any claim or assert any right under this Agreement. This provision does not affect the rights of third <br /> parties under any Third Party End User License Agreement(s). <br /> 11. Entire Agreement; Amendment. This Agreement, including the RFP and Proposal,which are incorporated <br /> herein by reference, represents the entire agreement between you and us with respect to the subject <br /> matter hereof, and supersedes any prior agreements, understandings, and representations, whether <br /> written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written <br /> amendment signed by an authorized representative of each party. In the event of conflict between the <br /> Agreement,the RFP, and the Proposal,the order of priority shall be (a)the Agreement; (b)the Proposal; <br /> and (c)the RFP. Any reference to future functionality that may be identified in our Proposal is not subject <br /> to this Agreement. <br /> 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable,the remainder of <br /> this Agreement will be considered valid and enforceable to the fullest extent permitted by law. <br /> 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by <br /> either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this <br /> Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this <br /> Agreement thereafter. <br /> 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. <br /> •0 <br /> -0'. tyler <br /> 10 <br />