Orange County NC Website
Browse       Search
15 <br /> <br />result of an act of God, war, utility or communication failures, or other cause beyond the party’s reasonable <br />control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. <br />c. Non-Solicitation. Both parties agree not to recruit, divert, or solicit the employment of each other’s <br />employees during the term of this Agreement and for a period of 12 months following termination or expiration <br />of this Agreement; provided, however, that either party may engage in general solicitations (e.g., newspaper, <br />online job postings, etc.) for employees in the ordinary course of business not specifically directed or targeted at <br />the other party’s employees. <br />d. Waiver. The failure of either party at any time to enforce any right or remedy available to it under this <br />Agreement with respect to any breach or failure by the other party will not be construed to be a waiver of such <br />right or remedy with respect to any other breach or failure by the other party. <br />e. Headings. The headings used in this Agreement are for reference only and do not define, limit, or <br />otherwise affect the meaning of any provisions hereof. <br />f. Severability. If any of the provisions of this Agreement are determined be invalid or unenforceable, such <br />invalidity or unenforceability will not invalidate or render unenforceable the entire Agreement, but rather the <br />entire Agreement will be construed as if not containing the invalid or unenforceable provision or provisions, and <br />the rights and obligations of Client and SSG will be construed and enforced accordingly. <br />g. Assignment. SSG may assign the Agreement to an affiliate, a successor in connection with a merger, <br />acquisition or consolidation, or to the purchaser in connection with the sale of all or substantially all of its assets. <br />Client may not assign the Agreement or any of the rights or obligations under the Agreement without the prior <br />written consent of SSG. <br />h. Relationship of the Parties. The parties hereto expressly understand and agree that each party is an <br />independent contractor in the performance of each and every part of the Agreement, is solely responsible for all <br />of its employees and agents and its labor costs and expenses arising in connection therewith. <br />i. Governing Law and Dispute Resolution. This Agreement is governed by the laws of the State of Texas <br />without giving effect to its conflict of law provisions. Any dispute, claim or controversy arising out of or relating to <br />this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the <br />determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in <br />Travis County, Texas before one arbitrator. The arbitration shall be administered by JAMS pursuant to its <br />Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. <br />Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from <br />seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The Uniform Computer <br />Information Transactions Act does not apply to this Agreement or orders placed under it. <br />j. Entire Agreement. The Agreement contains the entire agreement of the parties with respect to its subject <br />matter and supersedes and overrides all prior agreements on the same subject matter and will govern all <br />disclosures and exchanges of Confidential Information made by the parties previously hereto. This Agreement <br />may not be modified except by a writing signed by SSG and Client. SSG acceptance of a Client purchase order or <br />other ordering document is for convenience only, and any additional or different terms in any purchase order or <br />other response by Client are deemed objected to by SSG without need of further notice of objection and will be of <br />no effect or in any way binding upon SSG. <br />k. Use of Agents. SSG may designate any agent or subcontractor to perform such tasks and functions to <br />complete any services covered under this Agreement. However, nothing in the preceding sentence will relieve <br />SSG from responsibility for performance of its duties under the terms of this Agreement. <br />l. Publicity. Client agrees that SSG may identify Client as a recipient of Services and use its logo in sales <br />presentations, marketing materials and press releases. <br />m. Notices. Any notice or other communication required or permitted under this Agreement shall be in <br />writing and shall be deemed to have been given (a) upon receipt by personal delivery, delivery by overnight courier <br />(with signature acknowledgement of receipt), or delivery by certified mail, (b) the second business day after <br />DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7DocuSign Envelope ID: 06B1D125-C12C-4A65-82D5-195B5A052468