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21 <br /> 12. Miscellaneous. <br /> 12.1 Surrender of Premises. <br /> Upon termination of this Agreement, PFPC shall surrender and vacate the Facility upon <br /> the effective date of such termination. The Facility and all equipment and furnishings shall <br /> be returned to the County in good repair, reasonable wear and tear excepted, to the extent <br /> funds were made available therefor by the County. All reports, records, including financial <br /> records, and documents maintained by PFPC at the Facility relating to this Agreement <br /> other than materials containing PFPC's Confidential Information shall be immediately <br /> surrendered to the County by PFPC upon termination. The term "Confidential Information" <br /> means any and all non-public information or material concerning any aspect of PFPC's <br /> Prior Inventions. <br /> 12.2 No Agency, Partnership, or Joint Venture. <br /> PFPC is an independent contractor, hereunder, and is not intended to be or to act as the <br /> agent of the County for purposes of the law of agency. Nothing herein contained is <br /> intended or shall be construed in any way to create or establish the relationship of <br /> partners or a joint venture between the County and PFPC. None of the officers, agents, <br /> or employees of PFPC shall be or be deemed to be employees or agents of the County <br /> for any purpose whatsoever. <br /> 12.3 Entire Agreement. <br /> This Agreement together with the Exhibits, contains the entire agreement between the <br /> parties with respect to the subject matter hereof and supersedes all prior agreement and <br /> understandings with respect thereto. No other agreements, representations, warranties <br /> or other matters, whether oral or written, will be deemed to bind the parties hereto with <br /> respect to the subject matter hereof, unless in writing executed by the parties after the <br /> date hereof and referring to this Agreement. <br /> 12.4 Written Amendments. <br /> This Agreement shall not be altered, modified or amended in whole or in part, except in <br /> writing executed by each of the parties hereto. <br /> 12.5 Force Majeure. <br /> (a) No party will be liable or responsible to the other party for any delay, damage, loss, <br /> failure, or inability to perform caused by "Force Majeure" if notice is provided to the other <br /> party within ten (10) days of date on which such party gains actual knowledge of the event <br /> of "Force Majeure" that such party is unable to perform. The term "Force Majeure" as <br /> used in this Agreement means the following: an act of God, strike, war, public rioting, <br /> lightning, fire, storm, flood, inability to obtain materials or supplies due to a Force Majeure, <br /> epidemics, landslides, earthquakes, civil disturbances, breakage or accident to <br /> 17 <br />