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Digital Cheetah® Solutions, Inc. Orange County Animal Services 5 Confidential & Proprietary
<br />their nature are intended to extend beyond termination will survive
<br />termination of this Agreement for any reason.
<br />11. General Provisions.
<br />a. Governing Law and Jurisdiction. This Agreement will be exclusively
<br />governed and construed in accordance with the laws of the State of North
<br />Carolina without regard to the conflicts of law principles, and any action
<br />brought under this Agreement shall be brought in the General Court of
<br />Justice of the State of North Carolina in Orange County. The United Nations
<br />Convention on the International Sale of Goods will have no application to
<br />this Agreement.
<br />b. Supervision of Personnel; Independent Contractors. Digital Cheetah
<br />is responsible for the supervision, direction, and control of its personnel
<br />engaged in performing its obligations under this Agreement. Digital Cheetah
<br />may subcontract a service, or any part of it, to subcontractors selected by
<br />Digital Cheetah. The relationship of Digital Cheetah and Client will be that of
<br />independent contractors, and nothing contained in this Agreement will
<br />constitute the parties as partners, joint venturers, or otherwise as agents or
<br />participants in a joint undertaking.
<br />c. Assignment. Neither party may assign or transfer its rights or
<br />obligations under this Agreement without the other party’s prior written
<br />consent except (i) to its affiliates, or (ii) in connection with a merger,
<br />acquisition or sale of all or substantially all of its assets. For purposes of this
<br />Section, “affiliate” means an entity that controls, is controlled by, or is under
<br />common control with, that party. Any purported assignment in violation of
<br />this Section will be null and void.
<br />d. Force Majeure. Neither party will be liable to the other for any delay
<br />or failure to perform its obligations hereunder if such delay or failure arises
<br />from any cause or causes beyond that party’s reasonable control.
<br />e. Notices. All notices under this Agreement will be in writing and will be
<br />deemed to have been fully given and received at the addresses set forth in
<br />this Agreement or such other address as either party may specify in writing
<br />to the other: (i) when delivered in writing personally; (ii) when sent by
<br />confirmed facsimile or scan; (iii) five days after having been sent by
<br />registered or certified mail, return receipt requested, postage prepaid; or
<br />(iv) one day after deposit with a commercial overnight carrier, with written
<br />verification of such receipt.
<br />f. No Waiver; Severability. A party’s failure to exercise or enforce any
<br />right or provision of this Agreement will not constitute a waiver of such right
<br />or provision. If any provision of this Agreement will be unenforceable or
<br />invalid under any applicable law or be so held by a court of competent
<br />jurisdiction, such unenforceable or invalid provision will be construed, as
<br />nearly as possible, to reflect the intentions of the parties with the other
<br />provisions remaining in full force and effect.
<br />g. Compliance with Laws; No Discrimination. Digital Cheetah shall not
<br />discriminate based upon race, ethnicity, color, national origin, religion,
<br />creed, age, sex, gender, gender identity, gender expression, marital status,
<br />familial status, disability, political affiliation, veteran status, disabled
<br />veteran status.
<br />h. Acknowledgement of Public Funding. Digital Cheetah acknowledges
<br />that County is a governmental entity, and the validity of this Agreement is
<br />based upon the availability of public funding under the authority of its
<br />statutory mandate. In the event that public funds are unavailable and not
<br />appropriated for the performance of County’s obligations under this
<br />Agreement, then this Agreement shall automatically expire without penalty
<br />to County immediately upon written notice to Digital Cheetah of the
<br />unavailability and non-appropriation of funds.
<br />i. Encumbered amount. The amount encumbered and paid under this
<br />Agreement shall not exceed $_________.
<br />j. Compliance with Laws. Digital Cheetah shall at all times remain in
<br />compliance with all applicable local, state, and federal laws, rules, and
<br />regulations including but not limited to all state and federal anti-
<br />discrimination laws, policies, rules, and regulations and the Orange County
<br />Anti-Discrimination Policy, in the performance of its obligations under this
<br />Agreement. Any violation of this requirement is a breach of this Agreement
<br />and County may immediately terminate this Agreement without further
<br />obligation on the part of the County. This paragraph is not intended to limit
<br />and does not limit the definition of breach to discrimination.
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<br />DocuSign Envelope ID: 56121ADE-D942-49A9-92C3-68C8FC32C05F
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