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Revised 01/24 <br />7 <br />local, state, and federal laws, rules, and regulations including but not limited to all state <br />and federal non-discrimination laws, policies, rules, and regulations and the Orange <br />County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange <br />County policy is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any <br />violation of the Orange County Non-Discrimination Policy is a breach of this Agreement <br />and County may immediately terminate this Agreement without further obligation on the <br />part of the County. This paragraph is not intended to limit and does not limit the definition <br />of breach to discrimination. <br /> <br />d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with <br />respect to any provision of, or the performance or non-performance of, this Agreement <br />shall be brought in the General Court of Justice of North Carolina sitting in Orange <br />County, North Carolina. It is agreed by the parties that no other court shall have <br />jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be <br />initiated by either Party, however, the Parties may agree to nonbinding m ediation of any <br />dispute prior to the bringing of such suit or action. <br /> <br />e. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the County and the Provider and supersedes all prior negotiations, representations <br />or agreements, either written or oral. This Agreement may be amended only by written <br />instrument signed by both parties. Modifications may be evidenced by facsimile <br />signatures. <br /> <br />f. Severability. If any provision of this Agreement is held as a matter of law to be <br />unenforceable, the remainder of this Agreement shall be valid and binding upon the <br />Parties. <br /> <br />g. Public Record Law. Both parties recognize and agree to adhere to North Carolina’s public <br />records law, set forth at Chapter 132 of the North Carolina General Statutes. Provider <br />agrees to indemnify and hold harmless County and its officers, employees, and agents <br />from all costs, damages, and expenses incurred in connection with refusing to disclose any <br />information. <br /> <br />h. Ownership of Work Product. Should Provider’s performance of this Agreement generate <br />documents, items or things that are specific to this Project (and such documents, items or <br />things are expressly called out in a SOW as being designated for transfer in terms of <br />intellectual property ownership) such documents, items or things shall become the <br />property of the County and may be used on any other project without additional <br />compensation to the Provider. The use of the documents, items or things by the County or <br />by any person or entity for any purpose other than the Project as set forth in this Agreement <br />shall be at the full risk of the County. The Basic Services, any other proprietary technology <br />of Provider, and any derivatives thereto shall remain the intellectual property of Provider. <br /> <br />i. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. <br /> <br />In the event that public funds are unavailable or not appropriated for the performance of <br />Docusign Envelope ID: 10CF5D4C-EAD1-4BD2-A3EB-0DC317D2B4F3