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25 <br /> Article XII <br /> Other Provisions <br /> 12.01 No Third-Party Beneficiaries. This Agreement is not intended for the benefit of any third party. <br /> The rights and obligations contained herein belong exclusively to the Parties hereto and shall <br /> not confer any rights or remedies upon any person or entity other than the Parties hereto. <br /> 12.02 No Waiver of Qualified Immunity. No officer, agent or employee of any party shall be subject <br /> to any personal liability by reason of the execution of this Agreement or any other documents <br /> related to the transactions contemplated hereby. Such officers, agents, or employees shall be <br /> deemed to execute this Agreement in their official capacities only, and not in their individual <br /> capacities.This section shall not relieve any such officer, agent, or employee from the <br /> performance of any official duty provided by law. <br /> 12.03 Ethics Provision.The Parties acknowledge and shall adhere to the requirements of N.C.G.S. <br /> 133-32, which prohibits the offer to, or acceptance by any state or local employees of any gift <br /> from anyone with a contract with the governmental entity or from a person seeking to do <br /> business with the governmental entity. <br /> 12.04 Governing Law, Venue.The Parties acknowledge that this Agreement shall be governed by the <br /> laws of the State of North Carolina. Venue for any disputes arising under this Agreement shall <br /> be in the courts of Orange County, North Carolina. <br /> 12.05 Entire Agreement.The terms and provisions herein contained constitute the entire agreement <br /> by and between the parties hereto and shall supersede all previous communications, <br /> representations, or agreements, either oral or written between the Parties hereto with respect <br /> to the subject matter hereof. <br /> 12.05 Severability. If any provision of this Agreement shall be determined to be unenforceable by a <br /> court of competent jurisdiction, such determination will not affect any other provision of this <br /> Agreement. <br /> 12.06 Counterparts.This Agreement may be executed in several counterparts, each of which shall be <br /> deemed an original. <br /> 12.07 Verification of Work Authorization.The extent applicable, all parties and any subcontractors <br /> hired for purposes of fulfilling any obligations under this Agreement or any Operating <br /> Agreement or Funding Agreement contemplated by this Agreement,will comply with the <br /> requirements of Article 2 of Chapter 64 of the North Carolina General Statues, "Verification of <br /> Work Authorization," and will provide documentation or sign affidavits or any other <br /> documents requested by either party demonstrating such compliance. <br />