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11 . 5 . 2 Owner and Designer mutually waive any claim against each other for consequential damages . Consequential Damages include : <br /> A. Damages incurred by Owner for loss of use, income, financing, or business . <br /> Be Damages incurred by Designer for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation , <br /> or any other non-direct damages . <br /> ARTICLE 12 <br /> ADDITIONAL PROVISIONS <br /> 12 . 1 Confidentiality <br /> 12 . 1 . 1 The Designer and its Consultants shall use their best efforts not to disclose or permit the disclosure of any confidential information relating to <br /> the Project, except to its agents, employees and other Consultants who need such confidential information in order to properly perform their duties <br /> relative to this Agreement . <br /> 12 . 2 Limitation and Assignment <br /> 12 . 2 . 1 The Owner and the Designer each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither <br /> the Owner nor the Designer shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third party <br /> beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto <br /> (and their respective successors, heirs and permitted assigns ), any rights, remedies, or obligations . <br /> 12 . 3 Governing Law <br /> 12 . 3 . 1 The Owner and the Designer agree this Agreement is governed by the laws of the State of North Carolina and Orange County. Designer shall at all <br /> times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti- <br /> discrimination laws, policies, rules, and regulations and the Orange 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 violation of this requirement is a breach of this Agreement and <br /> County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does <br /> not limit the definition of breach to discrimination . By executing this Agreement Designer certifies that it has not been identified , and has not utilized the <br /> services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G . S. 147-86 . 58 . By executing this Agreement <br /> Designer certifies that Designer has not been identified , and has not utilized the services of any agent or subcontractor identified, on the list created by <br /> the State Treasurer pursuant to G . S . 147-86 . 81 . By executing this Agreement Designer affirms it is and shall remain in compliance with Article 2 of Chapter <br /> 64 of the North Carolina General Statutes , <br /> 12 . 4 Dispute Resolution <br /> 12 . 4 . 1 Any dispute arising under pursuant to the Project shall be addressed under the terms of the Dispute Resolution Rules and Procedures for Orange <br /> County Design, Building Construction, Renovation, and Repair Projects . These rules and regulations are available upon request. <br /> 12 .4 . 2 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non -performance of, <br /> this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina, and it is agreed by the parties <br /> that no other court shall have jurisdiction or venue with respect to such suits or actions . <br /> 12 . 5 Extent of Agreement <br /> 12 <br /> Revised 01/24 <br />