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21 <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 information designated <br /> as confidential by either Owner or Designer relating to the Project, except to its agents, employees and other Consultants who need such <br /> confidential information in order to properly perform their duties 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 <br /> Agreement.Neither the Owner nor the Designer shall assign or transfer its interest in this Agreement without the written consent of the <br /> other. There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied,is intended to confer on <br /> any person other than the parties hereto (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. <br /> Designer shall at all times remain in compliance 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 and the Orange County Non-Discrimination Policy <br /> and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at <br /> http://www.oran eg c�tyne..og v/departments/purchasing division/contracts.php.). Any violation of this requirement is a breach of this <br /> Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is <br /> not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Designer certifies that it has <br /> not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer <br /> pursuant to G.S. 147-86.58. By executing this Agreement Designer certifies that Designer 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. 147-86.81. By executing this <br /> Agreement Designer affirms it is and shall remain in compliance with Article 2 of Chapter 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 <br /> Procedures for Orange County Design, Building Construction,Renovation, and Repair Projects. These rules and regulations are available <br /> 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- <br /> performance of,this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North <br /> Carolina,and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. <br /> 12.5 Extent of Agreement <br /> 12.5.1 This Agreement represents the entire and integrated agreement between the Owner and the Designer and supersedes all prior <br /> negotiations,representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by <br /> both the Owner and the Designer. <br /> 12.6 Severability <br /> 12.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable,the remainder of this Agreement shall be <br /> enforceable without such provision. <br /> 13 <br /> Revised 01/24 <br />