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DocuSign Envelope ID: CB58AB3D-3315-4F6C-BDB9-EDC7F23C34D7 <br /> 6 <br /> 1. Premises and operations; <br /> 2. Blanket contractual liability; <br /> 3. Broad form property damage; <br /> 4. Independent contractors; <br /> 5. Personal injury, with employee exclusion deleted; and <br /> 6. Completed operations. <br /> b. Workers' Compensation Insurance with waiver of subrogation in an amount that <br /> complies with statutory limits. <br /> 7. Amendments to the Agreement <br /> Changes to Software and Maintenance. Changes to the Software and Maintenance and <br /> entitlement to additional compensation or a change in duration of this Agreement shall be <br /> made by mutual agreement of the parties and by a written Amendment to this Agreement <br /> executed by the County and the Provider. The Provider shall proceed to provide the <br /> modified Software and Maintenance required by the Amendment only after receiving a fully <br /> executed Amendment from the County together with any associated fees. <br /> 8. Termination <br /> Termination for Material Breach. The Provider may terminate this Agreement based upon <br /> the County's material breach of this Agreement; provided, the County has not taken all <br /> reasonable actions to remedy the breach. The Provider shall give the County thirty (30) <br /> days'prior written notice of its intent to terminate this Agreement for cause. <br /> 9. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. The County <br /> shall not assign or transfer its interest in this Agreement without the written consent of the <br /> Provider. <br /> b. Governing Law. This 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, excluding the choice of law principles. <br /> c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable <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. <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 /> may be brought in the General Court of Justice of North Carolina sitting in Orange County, <br /> North Carolina. Non-binding arbitration may not be initiated by either Party. <br /> e. Entire Agreement. This Agreement and all Exhibits represents the entire and integrated <br /> agreement 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 /> Revised 04/23 <br /> 3 <br />