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due to the type of infringement described in this Section, Zoom, at its option and <br />expense, may (a) replace the applicable Services with functionally equivalent <br />non-infringing technology or (b) obtain a license for Customer’s continued use of the <br />applicable Services, or, if the foregoing alternatives are not reasonably available to <br />Zoom (c) terminate this Agreement and refund any sums prepaid for Services not <br />provided as a result of such termination. <br /> <br />a. 9. Amendments to the Agreement <br /> <br />a. a. Changes in Basic Services. Changes in the Basic Services and entitlement to <br />additional compensation or a change in duration of this Agreement shall be made by a <br />written Amendment to this Agreement executed by the County and the Provider. The <br />Provider shall proceed to perform the Services required by the Amendment only after <br />receiving a fully executed Amendment from the County. <br /> <br />a. 10. Additional Provisions <br /> <br />a. a. Limitation and Assignment. The County and the Provider each bind themselves, <br />their successors, assigns and legal representatives to the terms of this Agreement. <br />Neither the County nor the Provider shall assign or transfer its interest in this Agreement <br />without the written consent of the other, except that this Agreement be assigned or <br />transferred without such consent to (a) an Affiliate, or (b) a successor by merger. Any <br />purported assignment in violation of this section shall be void.. <br /> <br />a. b. Governing Law. This Agreement and the duties, responsibilities, obligations and <br />rights of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. By executing this Agreement Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement Provider <br />certifies that Provider has not been identified, and has not utilized the services of any <br />agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not <br />been identified, and has not utilized the services of any agent or subcontractor identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.81. <br /> <br />a. c. Non-Discrimination. Provider shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not limited <br />to all state and federal non-discrimination laws, policies, rules, and regulations and the <br />Orange County Non-Discrimination Policy and Orange County Living Wage Policy <br />(each policy is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any <br />violation of the Orange County Non-Discrimination Policy is a breach of this Agreement <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 />a. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek <br />damages with respect to any provision of, or the performance or non-performance of, <br />this Agreement shall be brought in the General Court of Justice of North Carolina sitting <br />DocuSign Envelope ID: 1F271B3B-E0E5-4A0F-9D28-4189E6717556