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<br />2 <br /> <br /> <br /> <br />4. WAIVER: The failure of a party to insist upon strict adherence to any term of this Agreement on any <br />occasion shall not be considered a future waiver of the term or deprive that party of its right thereafter <br />to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in <br />writing, and no waiver of any breach of any provision of this Agreement shall constitute a waiver of <br />any other breach of such provision or of any other provision thereof. <br />5. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement among the Parties as of the <br />date hereof with respect to the subject matter hereof and cannot be amended or terminated orally. <br /> <br />6. NO THIRD-PARTY BENEFICIARIES: This Agreement is not intended for the benefit of any third <br />party. The rights and obligations contained herein belong exclusively to the parties hereto and shall not <br />confer any rights or remedies upon any person or entity other than the parties hereto. <br /> <br />7. SEVERABILITY: The Parties agree that if any provision of this Agreement, or portion thereof, shall <br />be adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, such <br />determination shall be confined to the operation of the provision at issue and shall not affect or <br />invalidate any other provision of this Agreement, and such court shall be empowered to substitute, to <br />the extent enforceable, a provision similar thereto or other provisions so as to provide to the fullest <br />extent permitted by applicable law the benefits intended by such provisions. <br /> <br />8. PARAGRAPH HEADINGS: Paragraph headings contained in this Agreement are included for <br />convenience only and do not define, limit, or describe the scope of intent of this Agreement or in any <br />way affect this Agreement. <br /> <br />9. APPLICABLE LAW: This Contract shall be governed by and in accordance with the laws of the State <br />of North Carolina. All actions relating in any way to this Contract shall be brought in the General Court <br />of Justice in the County of Orange and the State of North Carolina. <br />10. EXECUTION: The Parties agree to execute all documents, instruments, or further assurances as may <br />be necessary or required to effectuate and complete all transactions contemplated by this Agreement. <br />11. ASSIGNMENT: This Agreement shall not be assigned, in whole or in part, without the prior written <br />consent of the Parties. <br /> <br />12. NOTICE: Any and all notices, designations, consents, offers, acceptances, or any other <br />communications provided for herein shall be given in writing by registered or certified mail, return <br />receipt requested, to the respective Parties at the addresses listed below, unless each party has notified <br />the others of a different address by means of the notification formalities described in this paragraph. <br /> <br />If to Alliance Health: Attention: Robert Robinson, CEO <br />5200 West Paramount Parkway, Suite 200 <br />Morrisville, North Carolina 27560 <br />If to Orange County: Attention: Travis Myren, County Manager <br />P.O. Box 8181 <br />Hillsborough, North Carolina 27278 <br /> <br />13. COMPLIANCE WITH LAWS: Alliance represents that it is in compliance with all Federal, State, and <br />local laws, regulations or orders, as amended or supplemented. The implementation of this Contract <br />shall be carried out in strict compliance with all Federal, State, and local laws. <br />Docusign Envelope ID: 935855FD-0130-4C7A-A328-D16CCC3E49A0