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<br />subject matter of this Agreement, including claims or actions by individuals or third parties. Lessee
<br />further agrees that the University shall have no responsibility for any Damages resulting from injury or
<br />illness to any of Lessee’s employees, volunteers, residents, diners, or to any other person, as a result of
<br />use, deployment, or failure of the Freezers or the arrangement contemplated by this Agreement.
<br />
<br />7. GENERAL PROVISIONS
<br />
<br />7.1 Assignment. No Party may assign, delegate, or subcontract any portion of this
<br />Agreement without the prior written consent of the other Parties.
<br />
<br />7.2 Governing Law and Forum. Any dispute, claim, or controversy relating to the
<br />Agreement, and all the rights and obligations of the Parties shall, in all respects, be
<br />interpreted, construed, enforced, and governed by and under the laws of the State of
<br />North Carolina, without giving effect to any choice of law or conflict of law rule or
<br />provision that would cause the application of the laws of another jurisdiction. All actions
<br />relating in any way to the Agreement shall be brought in a court of competent
<br />jurisdiction in the State of North Carolina.
<br />
<br />7.3 Counterparts. The Parties hereto may execute this Agreement in any number of
<br />counterparts, each of which, when executed and delivered by the Parties hereto, will
<br />have the force and effect of an original, but all such counterparts will constitute one and
<br />the same instrument. Electronic signatures, including via facsimile transmission, email,
<br />or .pdf, shall have the same effect as original manual signatures.
<br />
<br />7.4 Relationship of the Parties. Lessee’s relationship to the University is that of an
<br />independent contractor. Neither Lessee, on the one hand, nor the University, on the
<br />other hand, is a partner of the other. The Agreement shall not serve to create a joint
<br />venture, partnership, trust, or similar such relationship. Neither Party has the right or
<br />ability to bind the other to any agreement with a third party or to incur any obligation or
<br />liability on behalf of the other Party.
<br />
<br />7.5 Amendment. For any Amendment to be effective, it must be made in written form and
<br />signed by a duly authorized representative of each Party.
<br />
<br />7.6 Waiver of Remedies. In the event that a Party elects to waive its remedies for any
<br />breach by the other Party of any covenant, term, or condition of the Agreement, such
<br />waiver shall not limit its remedies for any succeeding breach of that or of any other
<br />term, covenant, or condition of the Agreement. Any waiver must be in writing to be
<br />effective.
<br />
<br />7.7 Force Majeure. Neither Party’s failure to perform its obligations shall be a breach of this
<br />Agreement if such failure is caused by an event beyond its reasonable control, including
<br />without limitation, one (1) or more of the following: fire, flood, explosion, invasion,
<br />hostilities, act or threat of war, act or threat of terrorism, riot, strike, civil insurrection,
<br />acts of public officials, earthquake, hurricane, tornado, other catastrophic natural event
<br />or act of God, failure of third party hardware or software, Governmental acts, orders, or
<br />restrictions, power or communications failures, or national or regional emergency,
<br />pandemic, epidemic, quarantine, or social distancing measures to limit the spread of a
<br />DocuSign Envelope ID: EB07554E-7B76-4CDD-B04C-E24C9DA77396
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