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Revised 06/22
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<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.
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<br />i. Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or
<br />to any Intellectual Property Rights in or relating to the Services, Provider materials or
<br />Third Party materials, whether expressly, by implication, estoppel or otherwise. All
<br />right, title and interest in and to the Services including without limitation, copyrights,
<br />trade secrets, software code, and other Provider materials are and will remain with the
<br />Provider. The County shall have no right therein except the expressly limited rights
<br />granted herein, and the County acknowledges that all rights with respect to the Services
<br />and all information contained therein that are not expressly granted to the County are
<br />reserved to the Provider.
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<br />j. Disclaimer of Warranties: The Parties acknowledge and agree that all services and
<br />Provider materials are provided on an “as is” and “as available” basis. Provider
<br />disclaims all warranties of any kind, whether express, implied, statutory, or other,
<br />including warranties of merchantability, fitness for a particular purpose, title and
<br />noninfringement. Without limiting the foregoing, Provider disclaims all representation
<br />and warranties regarding all licensed software and services, including their accuracy,
<br />currency and completeness, and all results obtained therefrom.
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<br />k. Limitation of Liability: Except as for liabilities arising out of gross negligence or willful
<br />misconduct, in no event will Provider, its subsidiaries, or affiliates, or its or their
<br />respective directors, managers, officers, employees, contractors, agents, successors or
<br />assigns, be liable to the County or any third party for any lost profits, lost data,
<br />interruption of operations, inaccurate distribution, or other special, indirect, punitive,
<br />incidental, or consequential damages of any kind, whether in contract tort (including
<br />negligence), or otherwise, arising out of or in connection with this agreement, regardless
<br />of whether Provider had been advised of the possibility of such damage or such losses or
<br />damages were otherwise foreseeable. Provider has no obligation or liability for any loss,
<br />alteration, destruction, damage, corruption, or recovery of provided data. In any event,
<br />Provider’s maximum total liability to the County under this agreement shall be no more
<br />than the amounts of fees actually paid to Provider in the twelve (12) months preceding
<br />the date of the event giving rise to the claim. The foregoing limitation applies
<br />notwithstanding the failure of any agreed or other remedy of its essential purpose.
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<br />l. 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.
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<br />m. Notices. Any notice required by this Agreement shall be in writing and del ivered by
<br />certified or registered mail, return receipt requested to the following:
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<br />Orange County Provider’s Name
<br />Attention: Amy Eckberg Enpira, Inc.
<br />P.O. Box 8181 2530 Meridian Pkwy., Ste 300
<br />Hillsborough, NC 27278 Durham, NC 27713
<br />DocuSign Envelope ID: 61D88614-CB35-4644-BB73-5FA63C486A52
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