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DocuSign Envelope ID:OE76022E-EB24-4BC8-9CBE-2BA3FA1CCA27 <br /> PatagoniaHealrbSales Agreement <br /> 10.1 Assignment. Subscriber may not assign this Agreement, in whole or in part, without Vendor's prior written consent. <br /> Any attempt by Subscriber to assign this Agreement other than as permitted above will be null and void. <br /> 10.2 Force Majeure. Vendor will not be responsible for any failure to perform due to causes beyond its reasonable control, <br /> including,but not limited to, acts of God, war,riot, failure of electrical, internet or telecommunications service, acts of civil <br /> or military authorities,fire,floods,earthquakes,accidents,strikes,or fuel crises. <br /> 10.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of North <br /> Carolina without regard to its conflicts of law principles. <br /> 10.4 Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, or <br /> certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, two (2) days after <br /> deposit with overnight courier or five(5)days after deposit in the mail. Notices will be sent to the Parties to addresses stated <br /> in this Agreement,or such other address or designee provided in writing by Parties. <br /> 10.5 No Agency. The Parties are independent contractors and will have no power or authority to assume or create any <br /> obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, <br /> agency,or joint venture. <br /> 10.6 Waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement, except as <br /> specifically provided herein, shall operate as any waiver of any such right,power,or remedy. <br /> 10.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or <br /> unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or <br /> invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely <br /> approximates the intent and economic effect of the invalid provision. <br /> 10.8 Survival. The following provisions shall survive any termination or expiration of this Agreement: All definitions, and <br /> Sections 4 and 5 through 9. <br /> 10.9 Entire Agreement. This Agreement, constitutes the complete and exclusive agreement between the Parties with respect <br /> to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such <br /> subject matter.This Agreement may only be modified,or any rights under it waived,by mutual agreement of both Parties. <br /> Confidential Page 7 <br />