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Party against which or whom enforcement is sought, and then any such amendment,
<br />modification, waiver or consent shall be effective only in the specific instance and for the
<br />specific purpose for which given.
<br />
<br />b. Severability. If the application of any provision of this Agreement to any particular facts or
<br />circumstances shall for any reason be held to be invalid, illegal or unenforceable by a court,
<br />arbitration panel or other tribunal of competent jurisdiction, then (i) the validity, legality and
<br />enforceability of such provision as applied to any other particular facts or circumstances, and
<br />the other provisions of this Agreement, shall not in any way be affected or impaired thereby,
<br />and (ii) such provision shall be enforced to the maximum extent possible so as to effect the
<br />intent of the parties. If, moreover, any provision contained in this Agreement shall for any
<br />reason be held to be excessively broad as to duration, geographical scope, activity or subject,
<br />it shall be construed by limiting and reducing it, so as to be enforceable to the extent
<br />compatible with applicable law.
<br />
<br />c. Governing Law. This Agreement shall be interpreted and construed in accordance with the
<br />laws of the State of North Carolina. Any and all claims, controversies, and causes of action
<br />arising out of or relating to this Agreement, whether sounding in contract, tort, or statute,
<br />shall be governed by the laws of the State of North Carolina, including its statutes of
<br />limitations, without giving effect to any conflict-of-laws rule that would result in the
<br />application of the laws of a different jurisdiction. Each Party hereby (a) irrevocably submits
<br />and consents to the exclusive jurisdiction and venue of the General Court of Justice of the
<br />State of North Carolina for Orange County and the United States District Court for the Middle
<br />District of North Carolina, as well as all respective appellate courts therefrom, (collectively,
<br />the “Courts”) over any action, suit or proceeding arising out of or relating to this Agreement,
<br />(b) consents to the exercise of personal jurisdiction thereover and venue in the Courts and
<br />hereby waives any objection and defense to the exercise of personal jurisdiction or venue, (c)
<br />covenants that it will not commence any action, suit or proceeding arising out of or relating
<br />to this Agreement except in the Courts, and (d) agrees that (i) any action brought in
<br />contravention of this Section 10(c) is subject to dismissal at any time and at any stage of the
<br />action, suit or proceeding, and no action taken by the other Party in defending,
<br />counterclaiming or appealing shall be construed as a waiver of this right to immediate
<br />dismissal and (ii) a Party bringing an action in contravention of this Section 10(c) shall be liable
<br />to the other Party for the costs, expenses and attorneys’ fees incurred in successfully
<br />dismissing the action or successfully transferring the action to the Courts. No provision of this
<br />Section 10(c) shall be construed, however, to affect the right of any Party to enforce a
<br />judgment rendered by the Courts in any other jurisdiction.
<br />
<br />d. Orange County Ordinance. By executing this Agreement, Consultant affirms that Consultant
<br />and any subcontractors of Consultant are and shall remain in compliance with Article 2 of
<br />Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant
<br />certifies that Consultant has not been identified, and has not utilized the services of any agent
<br />or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-
<br />86.58. By executing this Agreement, Consultant certifies that Consultant has not been
<br />identified, and has not utilized the services of any agent or subcontractor identified, on the
<br />list created by the State Treasurer pursuant to G.S. 147-86.81.
<br />e. Remedies. All rights and remedies hereunder shall be cumulative, may be exercised singularly
<br />or concurrently and, unless otherwise stated herein, shall not be deemed exclusive.
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<br />Docusign Envelope ID: A0400265-F3F7-4308-BB98-2C447EA2C29C
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