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<br />TRADE OR BY COURSE OF DEALING. ALL WARRANTIES RELATING TO THE NCPTS
<br />SOFTWARE SHALL BE AS SET FORTH IN THE LICENSE AGREEMENT.
<br />8. Liability and Insurance
<br />8.1. All liability arising under or relating to the subject matter of this Agreement, whether
<br />under theory of contract, tort (including negligence), or otherwise, shall be limited to direct
<br />damages. Neither party, including its officers, directors, employees, agents, representatives, and
<br />subcontractors, shall have any liability to the other party or to any third party for any incidental,
<br />punitive, indirect, special or consequential damages, including but not limited to lost profits, loss of
<br />data, cost of recreating lost data, interruption of business, or costs of procurement of substitute
<br />goods or services, even if advised of the possibility of such damages, whether under theory of
<br />warranty, contract, tort (including negligence), strict liability or otherwise. The aggregate liability of
<br />Farragut under this Agreement shall not exceed the total fees paid by County to Farragut with
<br />respect to the annual term at issue.
<br />8.2. Farragut will carry and maintain throughout the period of this Agreement, at Farragut’
<br />sole expense, insurance including specifically general liability, and if applicable, worker’s
<br />compensation insurance, to cover the obligations of Farragut set forth herein, or the acts of Farragut
<br />performed hereunder. Certificates of such insurance shall be furnished by Farragut to County
<br />within ten (10) business days after execution of this Agreement. Such certificates shall require the
<br />insurer issuing the underlying policy to provide County with a minimum of thirty (30) days notice
<br />prior to modification or cancellation of said policy. Farragut agrees that such insurance shall be
<br />primary, regardless of any other insurance coverage, which County may procure for its own benefit.
<br />8.3. The allocations of liability in this Section represent the agreed and bargained-for
<br />understanding of the parties and Farragut’ compensation for the Services reflects such allocations.
<br />9. Dispute Resolution
<br />9.1. The parties agree to attempt to resolve any controversy, claim or dispute (“Dispute”)
<br />arising out of or relating to this Agreement by means of good faith discussion and negotiation. In
<br />the event that a Dispute cannot be resolved at the project level, then designated senior executives
<br />of the parties shall meet and enter into further good faith settlement negotiations. If such senior
<br />executives cannot resolve the Dispute within thirty (30) days, the parties agree to try in good faith
<br />to settle the dispute by mediation administered by a mutually agreed third—party mediator before
<br />resorting to litigation. Any legal proceeding arising out of or relating to this Agreement or its alleged
<br />breach will be brought solely in the a state or federal court in Durham Country, to the exclusion of
<br />any other forum, and the parties hereby expressly agree and submit to the exclusive jurisdiction of
<br />such courts.
<br />9.2. This Agreement shall be interpreted, construed, and governed by the laws of the
<br />State of North Carolina, without regard to conflict of law provisions.
<br />10.Miscellaneous
<br />10.1. During the term of this Agreement and for a period of one (1) year following the
<br />termination or expiration of this Agreement for any reason, neither party shall employ nor offer or
<br />seek to employ, either directly or indirectly, any person who, at that time or within the last six (6)
<br />months, was either employed or engaged as an independent contractor by the other party.
<br />10.2. The parties are and intend to be independent contractors with respect to the
<br />services contemplated hereunder. Farragut agrees that neither it nor its employees or contractors
<br />shall be considered as having an employee status with County. All persons employed by Farragut
<br />to perform Services shall be subject to the exclusive direction and control of Farragut. No form of
<br />joint employer, joint venture, partnership, or similar relationship between the parties is intended or
<br />DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED
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