Orange County NC Website
Browse       Search
<br />- 8 - <br /> <br />11.3 Interpretation. This Agreement <br />will be construed according to its fair meaning and <br />not for or against either party. Headings are for <br />reference purposes only and are not to be used in <br />construing the Agreement. <br /> <br />11.4 GOVERNING LAW. THIS <br />AGREEMENT WILL BE GOVERNED BY THE <br />LAWS OF THE STATE OF NORTH CAROLINA, <br />WITHOUT REGARD TO ITS CONFLICT OF <br />LAWS PROVISIONS, UNLESS CUSTOMER IS A <br />GOVERNMENTAL SUBDIVISION OF ANOTHER <br />STATE, IN WHICH CASE THE LAWS OF THE <br />STATE IN WHICH CUSTOMER IS A <br />GOVERNMENTAL SUBDIVISION WILL <br />CONTROL. <br /> <br />11.5 Severability. Whenever possible, <br />each provision of this Agreement will be interpreted <br />to be effective and valid under applicable law. If any <br />provision is found to be invalid, illegal or <br />unenforceable, then such provision or portion <br />thereof will be modified to the extent necessary to <br />render it legal, valid and enforceable and have the <br />intent and economic effect as close as possible to <br />the invalid, illegal or unenforceable provision. If it <br />is not possible to modify the provision to render it <br />legal, valid and enforceable, then the provision will <br />be severed from the rest of the Agreement and <br />ignored. The invalidity, illegality or unenforceability <br />of any provision will not affect the validity, legality <br />or enforceability of any other provision of this <br />Agreement, which will remain valid and binding. <br /> <br />11.6 Force Majeure. “Force Majeure” <br />means a delay encountered by a party in the <br />performance of its obligations under this <br />Agreement which is caused by an event beyond <br />the reasonable control of the party, but does not <br />include any delays in the payment of monies due <br />by either party. Without limiting the generality of <br />the foregoing, “Force Majeure” will include but is <br />not restricted to the following types of events: acts <br />of God or public enemy; acts of governmental or <br />regulatory authorities (other than, with respect to <br />Customer’s performance, Customer and its <br />governing entities); fires, floods, epidemics or <br />serious accidents; unusually severe weather <br />conditions; strikes, lockouts, or other labor <br />disputes. If a Force Majeure occurs, the affected <br />party will not be deemed to have violated its <br />obligations under this Agreement, and time for <br />performance of any obligations of that party will be <br />extended by a period of time necessary to <br />overcome the effects of the Force Majeure. <br /> <br />11.7 Compliance with Laws. Customer <br />and Farragut shall comply with all federal, state and <br />local laws in the performance of this Agreement, <br />including those governing use of the Software. <br />Software provided under this Agreement may be <br />subject to U.S. and other government export <br />control regulations. Customer shall not export or <br />re-export any Software in violation of such export <br />regulations. <br /> <br />11.8 Assignments. Farragut may <br />assign this Agreement or its interest in the <br />Software, or may assign the right to receive <br />payments, without Customer’s consent. Customer <br />will be notified in writing if Farragut makes an <br />assignment of this Agreement. Customer shall not <br />assign this Agreement without the express written <br />consent of Farragut, such consent not to be <br />unreasonably withheld. In the event of any <br />permitted assignment of this Agreement, the <br />assignee shall assume in writing the liabilities and <br />responsibilities of the assignor. Any attempted <br />assignment in violation of this section will be void. <br />Subject to the foregoing, this Agreement will bind <br />and inure to the benefit of the parties, their <br />respective successors and permitted assigns. <br /> <br />11.9 Third-Party Rights. The <br />enforcement of the terms and conditions of this <br />Agreement and all rights of action relating to such <br />enforcement will be strictly reserved to Customer <br />and Farragut, and nothing contained in this <br />Agreement will give or allow any claim or right of <br />action whatsoever by any third person. It is the <br />express intent of the parties to this Agreement that <br />any person, other than Customer or Farragut, <br />receiving services or benefits under this Agreement <br />will be deemed an incidental beneficiary only and <br />will not have any rights under this Agreement. <br /> <br />11.10 Independent Contractors. The <br />parties are independent contractors. Neither party <br />will have any right, power or authority to act or <br />create an obligation, express or implied, on behalf <br />of the other party except to the extent, if any, as <br />specifically provided by this Agreement. Nothing in <br />this Agreement will be construed to create any <br />partnership, association, joint venture or <br />employment relationship between the parties. <br /> <br />11.11 Notices. A notice required or <br />permitted to be given under this Agreement by one <br />party to the other must be in writing, addressed to <br />the party to whom the notice is given at their <br />address set forth on the Signature Page, and shall <br />DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED