2025-750-E-County Mgr-Carolina Demography-School Enrollment Process

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4)IntellectualProperty.ItisnotanticipatedthatintellectualpropertywillariseinUniversity’s performance oftheServices. However, in the event of an invention by at least one employee of University the intellectual property shall be owned as follows: a) Inventions which involve the use of, composition of, or improvement to Client-provided materialsor information, or a derivative, analogue thereof shall belong to Client; and b) Inventions which cover a scientific or analytical measurement process, technique, procedure, medium, device or other process which is not unique to characterizing, testing, or fabricating Client's proprietary materials or does not derivefrom Client-provided materials or Client’s Confidential Information shall be owned by University. 5)Publicity.Neither party will use thename of the other party in any publicity, advertising, or news release without the prior written approval of the authorized representative of the other party. Notwithstanding the above, University reserves the right to disseminate the analysis or parts thereof resulting from the Services provided under this Agreement in a public forum, such as its blog, and to publish the working relationship between Client and University for the provision of the Services related to this Agreement. 6)Termination.Either party may terminate this Agreement upon prior written notice to the other party. All reasonable costs and non-cancelable obligations incurred byUniversityat the time of said termination shall bereimbursed by Client. At the request of Client, all unused Client-provided materialsat the timeof termination shall either bereturned to Client or destroyedbyUniversityat theClient's expense. 7)Independent Contractor.In the performance of the Services, University shall be deemed to be and shall be an independent contractor. 8)No Warranties and Indemnity.University makes no warranties, express or implied, regarding the quality of product produced under this Agreement. Universityshall use its reasonable efforts to perform the Services. University does not warrant or guarantee any results from a given project. University shall not be liable for Client's use of the report or other information provided byUniversity. To the extent permitted bylaw, Client shallindemnifyand hold harmlessUniversityagainst any claims and costs (including attorney’s fees) arising out of Client's commercial sale or distribution of products or processes developed under this Agreement. 9)Export Control.University will not accept export-controlled materials or technical information under this Agreement. Client herebyrepresents and warrantsthat materials andtechnical information provided to Universitydo not require any license from the U.S. government before being exported. 10)Hazardous Materials.All materials provided by Client must be accompanied by the appropriate environmental and safety information for those materialsas required bylaw. 11)GoverningLaw.ThisAgreementshallbegovernedand construedinaccordance withthelawsofthe StateofNorth Carolina. 12)Payment Terms. Net 30 days upon receipt of invoice. Checks shall be made payable to: University of North Carolina at Chapel Hill and sent to: Carolina Demography 123 W. Franklin St., Suite 210 Chapel Hill, NC 27516 Tax ID 56-600-1393 13)Entire Agreement.This Agreementcontainsthe entire agreement between the partiesrespecting the subject matter and supersedes or cancels all previous negotiations, agreements, commitmentsand writings between theparties on the subject of this Agreement. Should processing of this Agreement require issuance of a purchase order or other contractual document, all terms and conditions of said document are hereby deleted in entirety. This Agreement may not be amended in any manner except byan instrument in writing signed bythe dulyauthorized representatives of each of the parties hereto. ByAuthorized Official of The Universityof North Carolina at Chapel Hill ByAuthorized Official of Client By: By: Name:Diane Koltz Name: Title:Contracting Officer Title: Date:Date: Travis Myren County Manager Docusign Envelope ID: C386BFE3-5F8F-4CD6-A728-AB0191D12F78 12/11/2025 12/16/2025