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Revised 06/21 <br />7 <br />e. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the County and the Provider and supersedes all prior negotiations, <br />representations or agreements, either written or oral. This Agreement may be amended <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />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. Provided the County performs its obligations under the <br />Agreement, including but not limited to making timely payment to Provider for services <br />rendered when due and undisputed, all documents developed pursuant to this Agreement <br />(“Deliverables”) shall become the property of th e County, except that, notwithstanding <br />the foregoing or any other terms in the Agreement to the contrary, Provider shall retain <br />ownership of all of its property and intellectual property rights, including copyright <br />interests, that existed prior to its commencement of services under this agreement. The <br />County acknowledges that Provider’s Deliverables are solely and exclusively for the <br />purposes of the specific project for which Provider created them. Any other use or <br />modification of the Deliverables without the prior written consent of Provider shall be at <br />the full risk of the County. (Project Specific Revision, 3/23/22) <br /> <br />h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. <br /> <br />In the event that public funds are unavailable or not appropriated for the performance of <br />County’s obligations under this Agreement, then this Agreement shall automatically <br />expire without penalty to County immediately upon written notice to Provider of the <br />unavailability or non-appropriation of public funds. It is expressly agreed that County <br />shall not activate this non-appropriation provision for its convenience or to circumvent <br />the requirements of this Agreement. <br /> <br />In the event of a change in the County’s statutory authority, mandate or mandated <br />functions, by state or federal legislative or regulatory action, which adversely affects <br />County’s authority to continue its obligations under this Agreement, then this Agreement <br />shall automatically terminate without penalty to County upon written notice to Provider <br />of such limitation or change in County’s legal authority. <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 />j. Notices. Any notice required by this Agreement shall be in writing and delivered by <br />certified or registered mail, return receipt requested to the following: <br /> <br /> Orange County <br /> Attention:A. Barnes MBP Carolinas, Inc <br />DocuSign Envelope ID: 0DFBBD4D-198E-4270-BF28-A2F59EADA030