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Revised 01/24 <br />6 <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 and the Orange <br />County Non-Discrimination Policy and Orange County Living Wage Policy (each <br />Orange County policy 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 paragraph is not intended to limit and does not limit the <br />definition of breach to discrimination. <br /> <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 such suit or action. <br /> <br />e. 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 />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 /> <br />g. Ownership of Work Product. Provider shall at all times own and retain ownership in its <br />documents, items, software, programs, or other things protected through all applicable <br />intellectual property right statutes, laws, and provisions, including, but not limited to <br />copyright, patents, and trademarks (“Provider’s IP Rights”). At no time shall County <br />have any claim, right, or interest in Provider’s IP Rights. County and Provider further <br />agree that the services provided hereunder are not a “work for hire”, and that <br />incorporation of County’s data into Provider’s software, programs, services, or <br />deliverables shall not confer or transfer any claim, right, or interest in Provider’s IP <br />Rights to County. Should County provide any data or information owned by the County <br />to Provider for purposes of the services outlined in this Agreement, County shall retain <br />all its rights in such data or information. The use of the documents, items or things by <br />the County or by any person or entity for any purpose other than the Project as set forth <br />in this Agreement shall be at the full risk of the County. <br /> <br />h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br />the validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. <br /> <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 />Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3