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Revised 06/21 <br />7 <br /> <br /> <br />UNC SOM # 23-0415.t001 <br /> <br />takes into account the volume or value of referrals or other business that may be generated <br />between the parties. <br /> <br />m. Headings. Headings have been included in this Agreement solely for convenience and <br />shall not be considered a part of this Agreement for any purpose relating to the <br />interpretation or construction of its terms. <br /> <br />n. Ownership of Work Product. Should Provider’s performance of this Agreement generate <br />documents, items or things that are solely developed for the County and does not include <br />any third-party work or product, such documents, items or things shall become the <br />property of the County and may be used on any other project without additional <br />compensation to the Provider. The use of the documents, items, or things by the County <br />or by any person or entity for any purpose other than the Project as set forth in this <br />Agreement shall be at the full risk of the County and County shall separately secure the <br />rights to use the works or products of third parties. <br /> <br />o. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. County represents that sufficient funding has been <br />allocated for purposes of this Agreement. <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 shall <br />not activate this non-appropriation provision for its convenience or to circumvent the <br />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 />of such limitation or change in County’s legal authority. <br /> <br />p. Signatures. This Agreement together with any amendments or modifications may be <br />executed electronically. All electronic signatures affixed hereto evidence the consent of <br />the Parties to utilize electronic signatures and the intent of the Parties to comply with <br />Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br /> <br />q. Notices. Any notice required by this Agreement shall be in writing and delivered by <br />certified or registered mail, return receipt requested to the following: <br /> <br />Orange County The University of North Carolina <br />P.O. Box 8181 at Chapel Hill <br />Hillsborough, NC 27278 Office of University Counsel <br />Attn: Bonnie Hammersley, Campus Box #9105 <br />County Manager 123 W. Franklin St., Suite 600A <br /> Chapel Hill, NC 27599-9105 <br /> Attn: Vice Chancellor and General <br /> Counsel <br />DocuSign Envelope ID: 6FE6B3BD-F0C0-4302-AF2D-01B121BD67E9