|
Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C
<br /> 8
<br /> 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 /> 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 /> 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 /> 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.
<br /> Page 6 of 19
<br />
|