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5 <br /> <br /> <br />UNC SOM # 25-0153 <br /> <br /> <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 policy <br />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 section is not intended to limit and does not limit the definition <br />of breach to discrimination. <br /> <br />i. 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 <br />be initiated by either party, however, the parties may agree to nonbinding mediation of <br />any dispute prior to the bringing of such suit or action. <br /> <br />j. Entire Agreement. This 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. This Agreement may be amended <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br /> <br />k. 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 />l. Fair Market Value. The County and the Provider acknowledge and agree that the <br />compensation set forth in this Agreement is commercially reasonable and represents the <br />fair market value of the Services to be provided. Further, this Agreement has been <br />negotiated in an arm’s-length transaction and has not been determined in a manner that <br />takes into account the volume or value of referrals or other business that may be generated <br />between the parties. <br /> <br />m. Headings. Headings have been included in this Agreement solely for convenience and <br />shall not be considered a part of this Agreement for any purpose relating to the <br />interpretation or construction of its terms. <br /> <br />n. Ownership of Work Product. Should Provider’s performance of this Agreement generate <br />documents, items or things that are solely developed for the County and does not include <br />any third-party work or product, 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 <br />or by any person or entity for any purpose other than the Project as set forth in this <br />Agreement shall be at the full risk of the County and County shall separately secure the <br />rights to use the works or products of third parties. <br /> <br />o. 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 />Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6