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Revised 01/24 <br />6 <br />violation of the Orange County Non-Discrimination Policy is a breach of this Agreement <br />and County may immediately terminate this Agreement without further obligation on the <br />part of the County. This paragraph is not intended to limit and does not limit the definition <br />of breach to discrimination. <br /> <br />d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with <br />respect to any provision of, or the performance or non-performance of, this Agreement <br />shall be brought in the General Court of Justice of North Carolina sitting in Orange <br />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 be <br />initiated by either Party, however, the Parties may agree to nonbinding mediation of any <br />dispute prior to the bringing of such suit or action. <br /> <br />e. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the County and the Provider and supersedes all prior negotiations, representations <br />or agreements, either written or oral. This Agreement may be amended only by written <br />instrument signed by both parties. Modifications may be evidenced by facsimile <br />signatures. <br /> <br />f. Severability. If any provision of this Agreement is held as a matter of law to be <br />unenforceable, the remainder of this Agreement shall be valid and binding upon the <br />Parties. <br /> <br />g. Ownership of Work Product. Provided the County performs its obligation under the <br />Agreement, including but not limited to making timely payment to Provider for services <br />rendered when due and undisputed, all documents developed pursuant to this Agreement <br />(“Deliverables”) shall become property of the County, except that, notwithstanding the <br />foregoing or any other terms in the Agreement to the contrary, Provider shall retain <br />ownership of all of tis property and intellectual property rights, including copyright <br />interests, that existed prior to its commencement of its services under this Agreement. The <br />County acknowledges that Provider’s Deliverables are solely and exclusively for the <br />purposes of the specific project for which Provider created them. Any other use or <br />modification of the Deliverables without the prior written consent of Provider shall be at <br />the full risk of the County. (Contract Specific Revision 10/6/25) <br /> <br />h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. <br /> <br />In the event that public funds are unavailable or not appropriated for the performance of <br />County’s obligations under this Agreement, then this Agreement shall automatically <br />expire without penalty to County immediately upon written notice to Provider of the <br />unavailability or non-appropriation of public funds. It is expressly agreed that County shall <br />not activate this non-appropriation provision for its convenience or to circumvent the <br />requirements of this Agreement. <br /> <br />In the event of a change in the County’s statutory authority, mandate or mandated <br />functions, by state or federal legislative or regulatory action, which adversely affects <br />County’s authority to continue its obligations under this Agreement, then this Agreement <br />Docusign Envelope ID: 4A1EBC2C-12B0-45FA-8C6E-0273D0CBC06A