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7 <br /> written consent of the other, except Provider shall not require the County's written <br /> consent in the event of a corporate reorganization. There are no third-party beneficiaries <br /> of the Agreement and nothing in the Agreement, express or implied, is intended to <br /> confer on any person other than the parties hereto (and their respective successors, heirs <br /> and permitted assigns), any rights, remedies, or obligations. <br /> b. Governing Law. The Agreement and the duties, responsibilities, obligations and rights <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. <br /> c. Compliance with Laws. Subject to the provisions in Section 2 b. (i) herein, Provider <br /> shall during the provision of Services pursuant to the Agreement, remain in compliance <br /> with all applicable local, state, and federal laws, rules, and regulations including but not <br /> limited to all state and federal anti-discrimination laws, policies, rules, and regulations <br /> and the Orange County Non-Discrimination Policy and Orange County Living Wage <br /> Policy (each Orange County policy is incorporated herein by reference and may be <br /> viewed at <br /> http://www.oran ecountync. ov�/departments/purchasing division/contracts.php.) Any <br /> violation of this requirement is a breach of the Agreement and County may immediately <br /> terminate the Agreement. This paragraph is not intended to limit and does not limit the <br /> definition of breach to discrimination. By executing the Agreement Provider affirms <br /> that Provider and any subcontractors of Provider are and shall remain in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. By executing the <br /> Agreement Provider certifies that Provider has not been identified, and has not utilized <br /> the services of any agent or subcontractor identified, on the list created by the State <br /> Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies <br /> that Provider has not been identified, and has not utilized the services of any agent or <br /> subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- <br /> 86.81. <br /> d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br /> with respect to any provision of, or the performance or non-performance of, the <br /> Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br /> Orange 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 <br /> be initiated by either party, however, the Parties may agree to nonbinding mediation of <br /> any dispute prior to the bringing of a suit or action. <br /> e. Entire Agreement. The Agreement, represents the entire and integrated agreement <br /> between the County and the Provider and supersedes all prior negotiations, <br /> representations or agreements, either written or oral. The Agreement may be amended <br /> only by written instrument signed by both parties. Modifications may be evidenced by <br /> facsimile signatures. <br /> £ Severability. If any provision of the Agreement is held as a matter of law to be <br /> unenforceable, the remainder of the Agreement shall be valid and binding upon the <br /> Parties. <br /> Revised 01/24 6 <br />