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NEOGOV <br />6 <br />and County may immediately terminate this Agreement without further obligation on the <br />part of the County. This paragraph is not intended to limit and does not limit the <br />definition of breach to discrimination. <br /> <br />d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br />with respect to any provision of, or the performance or non-performance of, this <br />Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br />Orange County, North Carolina. It is agreed by the parties that no other court shall have <br />jurisdiction or venue with respect to such suits or actions. Binding arbitration may not <br />be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br />any dispute prior to the bringing of such suit or action. <br /> <br />e. Entire Agreement. This Agreement and the Exhibits attached hereto represent the entire <br />and integrated agreement between the County and the Provider and supersedes all prior <br />negotiations, representations or agreements, either written or oral. This Agreement may <br />be amended only by written instrument signed by both parties. Modifications may be <br />evidenced by facsimile signatures. <br /> <br />f. Severability. If any provision of this Agreement is held as a matter of law to be <br />unenforceable, the remainder of this Agreement shall be valid and binding upon the <br />Parties. <br /> <br />g. Ownership of Work Product. Should Provider’s performance of this Agreement generate <br />documents, items or things that are specific to this Project such documents, items or <br />things shall become the property of the County and may be used on any other project <br />without additional compensation to the Provider. The use of the documents, items or <br />things by the County or by any person or entity for any purpose other than the Project as <br />set forth in this Agreement shall be at the full risk of the County. <br /> <br />h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br />the validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. In the event that, in the current or any subsequent <br />fiscal year, Customer fails to appropriate sufficient funds to fund the Agreement, the <br />Customer may either (a) terminate the Agreement, or (b) propose an amendment to the <br />Agreement for an amended definition of the Services and at a lower price. The <br />termination may be unilateral, but any such amendment shall require the mutual <br />agreement of the parties. It is expressly agreed that Customer shall not activate this non- <br />appropriation provision for its convenience or to circumvent the requirements of this <br />contract, but only as an emergency fiscal measure during a substantial fiscal crisis, <br />which affects generally its governmental operations. In any event, the Contractor shall <br />be paid in accordance with the Agreement for Services performed through the date of <br />termination. <br /> <br /> <br />i. Signatures. This Agreement together with any amendments or modifications may be <br />executed electronically. All electronic signatures affixed hereto evidence the consent of <br />the Parties to utilize electronic signatures and the intent of the Parties to comply with <br />Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br /> <br />DocuSign Envelope ID: F4A6FA52-A5F7-4BE8-B437-84F27FE4FB12