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Revised 06/21 <br />7 <br />UNC SOM # 23-0415 <br />or agreements, either written or oral. This Agreement may be amended only by written <br />instrument signed by both parties. Modifications may be evidenced by facsimile <br />signatures. <br />k.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 />l.Fair Market Value. The County and the Provider acknowledge and agree that the <br />compensation set forth in this Agreement is commercially reasonable and represents the <br />fair market value of the services to be provided. Further, this Agreement has been <br />negotiated in an arm’s-length transaction and has not been determined in a manner that <br />takes into account the volume or value of referrals or other business that may be generated <br />between the parties. <br />m.Headings. Headings have been included in this Agreement solely for convenience and <br />shall not be considered a part of this Agreement for any purpose relating to the <br />interpretation or construction of its terms. <br />n.Ownership of Work Product. Should Provider’s performance of this Agreement generate <br />documents, items or things that are solely developed for the County and does not include <br />any third party work or product, such documents, items or things shall become the property <br />of the County and may be used on any other project without additional compensation to <br />the Provider. The use of the documents, items or things by the County or by any person <br />or entity for any purpose other than the Project as set forth in this Agreement shall be at <br />the full risk of the County and County shall separately secure the rights to use the works <br />or products of third parties. <br />o.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. County represents that sufficient funding has been <br />allocated for purposes of this Agreement. <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 shall <br />not activate this non-appropriation provision for its convenience or to circumvent the <br />requirements of this Agreement. <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 />p.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 />DocuSign Envelope ID: 88852B00-B515-4980-A36D-406A7801F515DocuSign Envelope ID: 1889ADEA-7037-4855-814E-91B512DA2CFDDocuSign Envelope ID: 884848F6-7BD4-4D7E-9B7A-D9CB1DE8E8FCDocuSign Envelope ID: CF924F0C-C693-4F6F-A564-DD6C6E4CD85EDocuSign Envelope ID: B09284BC-972C-47FA-972C-5C2D2C307F99DocuSign Envelope ID: 1F962B08-24E5-42FB-BFF4-DCDA05446D4A