2021-409-E-Acid Remap-Protocol application creation and support

Browse Search

Page 9 of 10 CONFIDENTIALITY NOTICE Not for use or disclosure outside of Acid Remap LLC or Client except as required by law other address as either party may indicate by writ- ten notice, or sent via e-mail to the e-mail address currently specified by either party to the other. No- tice will be deemed effective upon the earlier of actual receipt or two business days after deposit with an overnight courier or email transmission. 10.7 Severability. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction or by operation of law, the remaining terms and provisions of this Agreement will be unimpaired, and the invalid term or provision will be replaced by such valid term or provision as comes closest to the intention underlying the invalid term or provision. 10.8 Attorneys’ Fees. In the event of any liti- gation of any controversy or dispute arising out of or in connection with this Agreement, its interpre- tation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the pros- ecution or defense of that controversy or dispute. In the event of a non-adjudicative settlement of lit- igation between the parties or a resolution of dis- pute by arbitration, the term “prevailing party” shall be determined by that same process. 10.9 Entire Agreement, Waiver, Amend- ment. This Agreement and the Schedules together constitute the entire, exclusive and final statement of the agreement of the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous representations, proposals, ne- gotiations, discussions, and agreements between the parties regarding the same subject matter, whether oral or in writing. In the event this Agree- ment conflicts with the Terms of Service, this Agreement shall govern. Except as expressly set forth herein, this Agreement, including, without limitation, any Schedule or exhibit to this Agree- ment, may not be modified or amended except by an instrument in writing signed by the parties hereto. The waiver or failure of either party to ex- ercise in any respect any rights provided for in this Agreement will not be deemed a waiver of any fur- ther right under this Agreement. There are no in- tended third-party beneficiaries to this Agreement. 10.10 Counterparts. This Agreement may be executed in counterparts, which taken together shall be considered one original Agreement. The exchange of a fully executed Agreement (in coun- terparts or otherwise) by fax or e-mail shall be suf- ficient to bind the parties to the terms and condi- tions of this Agreement. 10.11 Affirmations. By executing this Agree- ment, Acid Remap affirms that they and any of their subcontractors are and shall remain in com- pliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Acid Remap certifies that they have not been identified and have not utilized any agent or subcontractor's services on the list created by the State Treasurer according to G.S. 147-86.58. By executing this Agreement, Acid Remap certifies that they have not been identified and have not uti- lized any agent or subcontractor's services identi- fied on the list created by the State Treasurer ac- cording to G.S. 147-86.81. 10.12 Non Appropriation. Acid Remap acknowledges that Client is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the author- ity of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Client's obligations during the term of this Agreement, the Client agrees to provide Acid Remap with immediate notice, and this con- tract terminated on the last day of the fiscal year, funds were appropriated. The Client will be re- sponsible for services performed up to the date of notice of non-appropriation of funds. 10.13 Non-Discrimination. Acid Remap shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regula- tions, including but not limited to all state and fed- eral non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimi- nation Policy and Orange County Living Wage DocuSign Envelope ID: 57B81867-7CC5-4DAD-8EC6-2C80F5632E9A