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DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED <br /> 9 <br /> been identified, and has not utilized the services of any agent or subcontractor identified, <br /> on the list created by the State Treasurer pursuant to G.S. 147-86.81. <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, this <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. This Agreement, together with the REP and its attachments and the <br /> Proposal and its attachments, represents the entire and integrated agreement between the <br /> County and the Provider and supersedes all prior negotiations, representations or <br /> 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 /> 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 /> g. Ownership of Work Product. The license terms associated with County's use of the <br /> NCPTS Software are specified in the County's license agreement with NCACC (the <br /> "NCACC-County Agreement"). County's rights in the NCPTS Software will be limited <br /> to those expressly granted in the NCACC-County Agreement. If Provider develops any <br /> enhancements or other materials under this Agreement ("Work Product"), NCACC and <br /> Provider will be the sole owner of all intellectual property rights in such Work Product. <br /> In addition, Provider shall retain all intellectual property rights in all methodologies, <br /> algorithms, software, documentation, know-how, techniques and other materials which <br /> have been previously developed or acquired by Provider and that are used in connection <br /> with the Services. Any delivered enhancements will be deemed NCPTS Software and <br /> licensed to County pursuant to the terms of the NCACC-County Agreement. <br /> h. Non-Appropriation and Government Action. Provider acknowledges that County is a <br /> governmental entity, and the validity of this Agreement is based upon the availability of <br /> public funding under the authority of its statutory mandate. <br /> In the event that public funds are unavailable or not appropriated for the performance of <br /> County's obligations under this Agreement, then this Agreement shall automatically <br /> expire without penalty to County immediately upon written notice to Provider of the <br /> unavailability or non-appropriation of public funds. It is expressly agreed that County <br /> shall not activate this non-appropriation provision for its convenience or to circumvent <br /> the requirements of this Agreement. <br /> In the event of a change in the County's statutory authority, mandate or mandated <br /> functions, by state or federal legislative or regulatory action, which adversely affects <br /> County's authority to continue its obligations under this Agreement,then this Agreement <br /> shall automatically terminate without penalty to County upon written notice to Provider <br /> Revised 06/21 7 <br />