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5 <br /> 4. Term and Termination. <br /> a. Commencement. This Agreement shall commence on the Effective Date and shall terminate <br /> upon completion of the agreed upon Scope of Work in Exhibit A, or: <br /> b. Termination. Notwithstanding Section 4(a), this Agreement may be terminated by either <br /> party with 60 days' written notice to the other Party. <br /> c. Effect of Termination. The termination or expiration of this Agreement shall in no way affect <br /> or impair any right which has accrued to either Party prior to the date when such termination <br /> or expiration became effective. Upon the effective date of any termination or expiration of <br /> this Agreement, the Consultant shall immediately cease performing the Services, and, in the <br /> event of breach by the Customer, the Customer shall pay all the Consulting Fees to the <br /> Consultant that are due and owing for the current phase of the Proposal, including payment <br /> for completion of the current phase regardless of whether the objective of the current phase <br /> is attained. The provisions of Section 2, Section 3(b), Section 5, Section 6, Section 7, Section <br /> g, Section 9, Section 10, and this Section 4 shall survive any expiration or other termination <br /> of this Agreement. Termination of this Agreement by either Party shall not act as a waiver of <br /> any breach of this Agreement and shall not act as a release of either Party from any liability <br /> for breach of such Party's obligations under this Agreement. Neither Party shall be liable to <br /> the other for damages of any kind solely as a result of terminating or expiration of this <br /> Agreement in accordance with its terms, and termination of this Agreement by a Party shall <br /> be without prejudice to any other right or remedy of such Party under this Agreement or <br /> applicable law. <br /> 5. Confidentiality. <br /> a. Public Records Law. The Parties acknowledge the applicability of and agree to comply as <br /> applicable with, North Carolina's public records laws that are set forth in Chapter 132 of the <br /> North Carolina General Statutes. <br /> b. Customer Confidential Information. By virtue of this Agreement, the Consultant will have <br /> access to confidential information and materials of the Customer that are provided to the <br /> Consultant after the execution of this Agreement and so designated in writing (collectively, <br /> the "Customer Confidential Information"). Customer Confidential Information does not <br /> include information that (i) is already in the Consultant's possession at the time of disclosure <br /> by the Customer, (ii) is or becomes part of public knowledge other than as a result of any <br /> action or inaction of the Consultant, (iii) is obtained by the Consultant from an unrelated third <br /> party without a duty of confidentiality, or (iv) is independently developed by the Consultant. <br /> The Consultant shall not use Customer Confidential Information for any purpose other than <br /> in furtherance of this Agreement and the activities described herein. The Consultant shall not <br /> disclose Customer Confidential Information to any third parties except as otherwise <br /> permitted hereunder. The Consultant shall maintain Customer Confidential Information with <br /> at least the same degree of care it uses to protect its own proprietary information of a similar <br /> nature or sensitivity, but no less than reasonable care under the circumstances. The <br /> Consultant shall promptly advise the Customer in writing of any misappropriation or misuse <br /> of Customer Confidential Information of which the Consultant becomes aware. <br /> Page 3 of 19 <br />