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7 <br /> written consent of the other, except Provider shall not require the County ' s written <br /> consent in the event of a corporate reorganization . There are no third-party beneficiaries <br /> of the Agreement and nothing in the Agreement, express or implied, is intended to <br /> confer on any person other than the parties hereto (and their respective successors , heirs <br /> and permitted assigns ) , any rights , remedies , or obligations . <br /> b . Governing Law . The 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 . <br /> c . Compliance with Laws . Subject to the provisions in Section 2 b . (i) herein , Provider <br /> shall during the provision of Services pursuant to the Agreement, remain in compliance <br /> with all applicable local , state , and federal laws , rules , and regulations including but not <br /> limited to all state and federal anti -discrimination laws , policies , rules , and regulations <br /> and the Orange County Non-Discrimination Policy and Orange County Living Wage <br /> Policy (each Orange County policy is incorporated herein by reference and may be <br /> viewed at <br /> http : //www . orangecountync . og v/departments/purchasing,division/contracts php . ) Any <br /> violation of this requirement is a breach of the Agreement and County may immediately <br /> terminate the Agreement . This paragraph is not intended to limit and does not limit the <br /> definition of breach to discrimination . By executing the Agreement Provider affirms <br /> that Provider and any subcontractors of Provider are and shall remain in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes . By executing the <br /> Agreement Provider certifies that Provider has not been identified , and has not utilized <br /> the services of any agent or subcontractor identified , on the list created by the State <br /> Treasurer pursuant to G . S . 147 - 86 . 58 . By executing this Agreement Provider certifies <br /> that Provider has not been identified , and has not utilized the services of any agent or <br /> subcontractor identified , on the list created by the State Treasurer pursuant to G . S . 147 - <br /> 86 . 81 . <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, the <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 a suit or action . <br /> e . Entire Agreement , The 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 . The Agreement may be amended <br /> only by written instrument signed by both parties . Modifications may be evidenced by <br /> facsimile signatures . <br /> f. Severability . If any provision of the Agreement is held as a matter of law to be <br /> unenforceable , the remainder of the Agreement shall be valid and binding upon the <br /> Parties . <br /> i <br /> E <br /> Revised 01 / 24 6 <br /> i <br />