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those as to which it is held invalid or unenforceable,shall not be affected thereby and each term,covenant,
<br /> or condition of this License shall be valid and be enforced to the fullest extent permitted by law,
<br /> d. Survival of Promises. All promises, requirements, terms, conditions, provisions,
<br /> representations,guarantees, and warranties contained herein that by their sense and context are intended to
<br /> survive the expiration or termination date of this License shall so survive, unless specifically provided
<br /> otherwise herein,or unless superseded by applicable federal or state statutes of limitation,
<br /> e. Situs, Governing Law, and Venue. The place of this License, its situs and forum, shall be
<br /> Chapel Hill,North Carolina, where all matters, whether sounding in contract or tort,relating to its validity,
<br /> construction, interpretation,and enforcement shall be determined. This License is made under and shall be
<br /> governed and construed in accordance with the laws of the State of North Carolina, without regard to its
<br /> conflict of laws rules, In the event the Parties are unable to resolve any dispute relating to this License,the
<br /> exclusive venue for any judicial action or proceeding arising out of or relating to this License shall be the
<br /> state or federal courts located in the State of North Carolina.
<br /> f. Compliance with Laws and University Policies. Each Party shall comply with all laws,
<br /> ordinances, codes,rules,and regulations that are applicable to the conduct of its business and performance
<br /> in accordance with this License, including those of federal, state, and local agencies having jurisdiction
<br /> and/or authority. The Town agrees to comply with all applicable University policies.
<br /> g. Retention of Records. During the tern of this License and for a period thereafter as
<br /> mutually determined by the Parties in accordance with state law and applicable records retention schedules,
<br /> the Town and the University and their respective employees, agents, and subcontractors shall maintain
<br /> complete and professionally adequate records relating or pertaining to the License and shall retain them
<br /> according to the North Carolina Public Records Act.
<br /> h, Use of Trademarks. Neither Party shall appropriate or use the existence of this License or
<br /> the names, logos, photographs, images, property, service marks, or trademarks of the other Party as a part
<br /> of any marketing,advertising,endorsement,promotion,or otherwise,without express prior written approval
<br /> of the other Party. Requests to use the University's names, logos, photographs, images, property, service
<br /> marks, or trademarks should be directed to the University's Office of Trademarks and Licensing
<br /> (http://www.licensing.unc.edu).If the University grants express prior written consent to use the University's
<br /> names, logos, photographs, images, property, service marks, or trademarks for marketing, advertising,
<br /> endorsement, promotion, or otherwise,the University shall have the right to reject any such use proposed
<br /> by the Town which in the University's sole discretion violates the University's standards of advertising or
<br /> is inconsistent with the University's role and reputation as a public institution of higher education.
<br /> i. Binding Effect. This License shall be binding upon and shall inure to the benefit of the
<br /> Parties hereto and their respective permitted successors and assigns.
<br /> j. Negation of Partnership or Joint Venture. Nothing in this License shall constitute or be
<br /> construed to constitute or create a partnership or joint venture between the Town and the University.
<br /> k. Rejection of Non-Solicitation. The University rejects and disaffirms any non-solicitation
<br /> provision or other similar term contained in any material related to the License that would require that the
<br /> Parties refrain from recruiting or hiring the employees of the other Party unless the non-solicitation
<br /> provision is expressly agreed to in a writing signed and specifically initialed by an authorized University
<br /> representative and the Office of University Counsel.
<br /> {00124237.DOCX 7) 6
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