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Revised 06/21 7 <br />been identified, and has not utilized the services of any agent or subcontractor identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.81. <br /> <br />d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br />with respect to any provision of, or the performance or non-performance of, this <br />Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br />Orange County, North Carolina. It is agreed by the parties that no other court shall have <br />jurisdiction or venue with respect to such suits or actions. Binding arbitration may not <br />be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br />any dispute prior to the bringing of a suit or action. <br /> <br />e. Entire Agreement. This Agreement, together with the RFP and its attachments and the <br />Proposal and its attachments, represents the entire and integrated agreement between the <br />County and the Provider and supersedes all prior negotiations, representations or <br />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 /> <br />f. 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 /> <br />g. Ownership of Work Product. The license terms associated with County’s use of the <br />NCPTS Software are specified in the County’s license agreement with NCACC (the <br />“NCACC-County Agreement”). County’s rights in the NCPTS Software will be limited <br />to those expressly granted in the NCACC-County Agreement. If Provider develops any <br />enhancements or other materials under this Agreement (“Work Product”), NCACC and <br />Provider will be the sole owner of all intellectual property rights in such Work Product. <br />In addition, Provider shall retain all intellectual property rights in all methodologies, <br />algorithms, software, documentation, know-how, techniques and other materials which <br />have been previously developed or acquired by Provider and that are used in connection <br />with the Services. Any delivered enhancements will be deemed NCPTS Software and <br />licensed to County pursuant to the terms of the NCACC-County Agreement. <br /> <br />h. Non-Appropriation and Government Action. Provider acknowledges that County is a <br />governmental entity, and the validity of this Agreement is based upon the availability of <br />public funding under the authority of its statutory mandate. <br /> <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 <br />shall not activate this non-appropriation provision for its convenience or to circumvent <br />the requirements of this Agreement. <br /> <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 />DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED