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12 . Severability . If any term or provision of this Agreement is held invalid or unenforceable , the <br /> remainder of this Agreement will be considered valid and enforceable to the fullest extent <br /> permitted by law . <br /> 13 . No Waiver . In the event that the terms and conditions of this Agreement are not strictly enforced <br /> by either party, such non - enforcement will not act as or be deemed to act as a waiver or <br /> modification of this Agreement, nor will such non - enforcement prevent such party from enforcing <br /> each and every term of this Agreement thereafter . <br /> 14 . Independent Contractor . We are an independent contractor for all purposes under this Agreement . <br /> 15 . Notices . All notices or communications required or permitted as a part of this Agreement, such as <br /> notice of an alleged material breach for a termination for cause or a dispute that must be submitted <br /> to dispute resolution , must be in writing and will be deemed delivered upon the earlier of the <br /> following : ( a ) actual receipt by the receiving party ; ( b ) upon receipt by sender of a certified mail , <br /> return receipt signed by an employee or agent of the receiving party; ( c ) upon receipt by sender of <br /> proof of email delivery; or ( d ) if not actually received , five ( 5 ) days after deposit with the United <br /> States Postal Service authorized mail center with proper postage ( certified mail , return receipt <br /> requested ) affixed and addressed to the other party at the address set forth on the signature page <br /> hereto or such other address as the party may have designated by proper notice . The consequences <br /> for the failure to receive a notice due to improper notification by the intended receiving party of a <br /> change in address will be borne by the intended receiving party . <br /> 16 . Client Lists . You agree that we may identify you by name in client lists, marketing presentations , and <br /> promotional materials . <br /> 17 . Confidentiality . Both parties recognize that their respective employees and agents, in the course of <br /> performance of this Agreement, may be exposed to confidential information and that disclosure of <br /> such information could violate rights to private individuals and entities , including the parties . <br /> Confidential information is nonpublic information that a reasonable person would believe to be <br /> confidential and includes, without limitation , personal identifying information ( e. g. , social security <br /> numbers ) and trade secrets , each as defined by applicable state law . Each party agrees that it will <br /> not disclose any confidential information of the other party and further agrees to take all reasonable <br /> and appropriate action to prevent such disclosure by its employees or agents . The confidentiality <br /> covenants contained herein will survive the termination or cancellation of this Agreement . This <br /> obligation of confidentiality will not apply to information that : <br /> ( a ) is in the public domain , either at the time of disclosure or afterwards , except by breach of <br /> this Agreement by a party or its employees or agents ; <br /> ( b ) a party can establish by reasonable proof was in that party ' s possession at the time of initial <br /> disclosure ; <br /> ( c ) a party receives from a third party who has a right to disclose it to the receiving party; or <br /> ( d ) is the subject of a legitimate disclosure request under the open records laws or similar <br /> applicable public disclosure laws governing this Agreement; provided , however, that in the <br /> event you receive an open records or other similar applicable request, you will give us <br /> prompt notice and otherwise perform the functions required by applicable law . <br /> • tyler <br /> 12 <br />