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Docusign Envelope ID : CO3CBB42-6385-4265-A237- IBAD6C002EB8 <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 />