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reasonable attorneys' fees awarded by a court of competent jurisdiction(collectively, "Damages") suffered
<br /> or incurred by any of the University Indemnified Parties as a result of(i) the negligence or wrongful
<br /> misconduct of the Town arising out of or related to this License; (ii)a breach of this License by the Town;
<br /> or (iii) any material violation by the Town of any applicable laws and regulations due to the action or
<br /> inaction of the Town that arises out of or relates to this License, and is not joined in or ratified by the
<br /> University). This indemnification extends to, and shall be binding upon, the Town, its successors, and
<br /> permitted assigns, and shall inure to the benefit of, and may be enforced by the University and any other
<br /> University Indemnified Parties,their heirs, successors,and assigns.
<br /> b, Indemnification by the University. To the extent permitted by law,and pursuant to the North
<br /> Carolina Tort Claims Act,the University shall indemnify, defend, and hold the Town, its officers, elected
<br /> officials (if and only if they are acting in their capacities as elected officials), employees, and agents
<br /> (collectively, the "Town Indemnified Parties") harmless from and against any and all third party claims,
<br /> damages, liabilities, losses,costs,and expenses,including reasonable attorneys'fees awarded by a court of
<br /> competent jurisdiction (collectively, "Damages") suffered or incurred by any of the Town Indemnified
<br /> Parties as a result of(i)the negligence or wrongful misconduct of the University arising out of or related to
<br /> this License; (ii) any breach of this License by the University; or (iii) any material violation by the
<br /> University of any applicable laws and regulations due to the action or inaction of the University that arises
<br /> out of or relates to this License and is not joined in or ratified by the Town. This indemnification extends
<br /> to, and shall be binding upon, the University, its successors, and permitted assigns, and shall inure to the
<br /> benefit of, and may be enforced by the Town and any other Town Indemnified Parties, their heirs,
<br /> successors,and assigns.
<br /> 10. Dispute Resolution.
<br /> a. Generally.For all disputes,the Parties shall first meet in good faith to resolve the matter(s)
<br /> in dispute, If the Parties are unsuccessful in resolving the matter(s) in dispute, such meeting shall be
<br /> followed by non-binding mediation conducted pursuant to the conditions set forth below. Full compliance
<br /> with this paragraph 10 is a precondition to any Party initiating litigation of any type concerning the dispute.
<br /> In addition,each Party shall continue performance of its obligations hereunder in the event of a dispute until
<br /> such dispute is finally settled or the License is finally terminated. Either Party's failure to proceed in
<br /> accordance with the foregoing shall constitute a material breach of the License, regardless of the ultimate
<br /> outcome of the dispute.
<br /> b, Good Faith Meeting.Representatives of each Party shall meet as soon as reasonable to attempt
<br /> in good faith to resolve the disputed matter(s),Each Party shall be represented at such meeting by a person
<br /> with the authority to resolve the matter(s)on behalf of their respective Party.The Parties may by agreement
<br /> and in good faith conduct further meetings as they believe necessary to resolve the matter(s). If resolution
<br /> is not achieved,the Parties shall initiate non-binding mediation as set forth below.
<br /> C. Mediation. In the event that either Party seeks to refer a matter for expedited confidential
<br /> mediation, then the mediation shall be conducted in accordance with the state rules governing mediated
<br /> settlement conferences. Initially,after a written referral has been made,the Parties shall have two(2)weeks
<br /> to mutually agree upon an independent mediator;this timeframe may be extended by mutual agreement of
<br /> the Parties. To the extent provided by state laws and regulations, the mediation procedure and all
<br /> communications therein by the Parties shall be maintained as confidential and inadmissible in any future
<br /> legal proceeding(s); the mediator shall be responsible to serve as a settlement facilitator and make best
<br /> efforts to assist the Parties in reaching a mutually agreeable, written, fully executed resolution of the
<br /> matter(s)at issue; but the mediator shall have no authority to impose any resolution or make any awards or
<br /> rulings of legal effect upon the Parties. The mediation shall take place in Chapel Hill, North Carolina or
<br /> such other location as may be mutually agreeable to the Parties, The expenses related to the mediator's
<br /> participation shall be divided equally among the Parties. Each Party to the mediation shall be responsible
<br /> for all costs incurred by that Party,including attorneys'fees or other professional fees.
<br /> (00124237.DOCX 7) 3
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