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- 6 - <br /> <br /> <br />provided to the other Party from time to time. Any <br />termination of this Agreement or ending of the <br />relationship shall cause BiblioCommons to immediately <br />update and remove such statements or communications. <br />9.3 Entire Agreement. <br />This Agreement together with all of the terms in the <br />applicable Order Form constitute the entire understanding <br />of the Parties with respect to the subject matter hereof and <br />supersedes all prior agreements, understandings and <br />negotiations, both written and oral, between the Parties <br />with respect to the subject matter hereof and thereof. No <br />representation, inducement, promise, understanding, <br />condition or warranty not set forth herein, or incorporated <br />by reference herein, has been made or relied upon by any <br />Party hereto. <br />9.4 Force Majeure. <br />Neither Party shall be liable for any damages, delays or <br />failure in performance under this Agreement caused by <br />acts or conditions beyond its reasonable control or <br />without its fault or negligence (each, a “Force Majeure <br />Event”), including but not limited to “acts of God”, <br />delays caused by governmental authorities, strikes, <br />lockouts and other labour unrest, delays in obtaining <br />governmental approvals and similar conditions. A Party <br />shall, in order to avail itself of any of the provisions of <br />this Section, promptly send a written notice of the Force <br />Majeure Event to the other Party, including a description <br />of the Force Majeure Event, its expected duration and a <br />description of the actions being taken by the Party to <br />mitigate the effect of the Force Majeure Event. <br />9.5 Severability. <br />For the purposes of this section, the Parties acknowledge <br />and agree that each and every term of this Agreement is <br />of the essence. If any one or more of the provisions <br />contained in this Agreement should be declared invalid, <br />illegal or unenforceable in any respect, the validity, <br />legality and enforceability of the remaining provisions <br />contained in this Agreement shall not in any way be <br />affected or impaired thereby so long as the commercial, <br />economic and legal substance of the transaction <br />contemplated hereby are not affected in any manner <br />materially adverse to any Party. Upon such a declaration, <br />the Parties shall modify this Agreement so as to carry out <br />the original intent of the Parties as closely as possible in <br />an acceptable manner so that the transactions <br />contemplated hereby are consummated as originally <br />contemplated to the fullest extent possible. <br />9.6 Further Assurances. <br />Each Party shall at any time and from time to time, upon <br />each request by the other Party, execute and deliver such <br />further documents and do such further acts and things as <br />the other Party may reasonably request to evidence, carry <br />out and give full effect to the terms, conditions, intent and <br />meaning of this Agreement. <br />9.7 Amendments. <br />This Agreement may be modified or amended only with <br />the mutual written consent of the Parties. <br />9.8 Assignment. Intentionally omitted. <br />9.9 Subcontracting. Intentionally omitted. <br />9.10 No Waiver. <br />No failure or delay by any Party in exercising any of its <br />rights or remedies hereunder will operate as a waiver <br />thereof, nor will any single or partial exercise of any such <br />right or remedy preclude any other or further exercise <br />thereof or the exercise of any other right or remedy. <br />Except as otherwise provided herein, the rights and <br />remedies of the Parties provided in this Agreement are <br />cumulative and not exclusive of any rights or remedies <br />provided under this Agreement, by law, in equity or <br />otherwise. <br />9.11 No Agency. <br />The Parties are not partners or joint venturers; neither <br />Party is the agent, representative, or employee of the other <br />Party; and nothing in this Agreement will be construed to <br />create any relationship between them other than an <br />independent contractor relationship. Neither Party will <br />have any responsibility or liability for the actions of the <br />other Party except as specifically provided herein. Neither <br />Party will have any right or authority to bind or obligate <br />the other Party in any manner or make any representation <br />or warranty on behalf of the other Party. <br />9.12 Dispute Resolution Process. <br />(a) Escalation Procedure. <br />Any dispute between the Parties shall first be referred to <br />the persons designated in this Agreement for the receipt <br />of Notices (the “Designated Persons”), by written notice <br />of the dispute including the material facts. The <br />Designated Persons shall attempt to resolve the dispute <br />and shall escalate it to the appropriate management <br />representatives of the Parties as may be considered <br />appropriate. <br />(b) Arbitration. Intentionally omitted. <br />Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679