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Docusign Envelope ID : 2FOA6F2B-A88D-43A2-97AA-4CFOCF9C3EE6 <br /> c . Non-Discrimination . Provider shall at all times remain in compliance with all applicable <br /> local , state, and federal laws , rules , and regulations including but not limited to all state <br /> and federal non- discrimination laws , policies , rules, and regulations and the Orange <br /> County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange <br /> County policy is incorporated herein by reference and may be viewed at <br /> http : //www . oran eg countync . gov/departments/purchasing division/contracts . php. ) Any <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 /> 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 /> 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 . i <br /> f <br /> The Master Services Agreement and Orders are also signed as part of the contracting <br /> process , so we need a hierarchical integration clause . This Agreement, together with the <br /> Master Services Agreement, all Orders , Statements of Work, and any exhibits or <br /> attachments hereto (collectively , the "Contract Documents"), constitutes the entire <br /> understanding between the parties and supersedes all prior or contemporaneous written or <br /> oral communications , representations, or agreements relating to its subject matter . <br /> i <br /> In the event of any conflict or inconsistency among the Contract Documents the following <br /> order of precedence shall apply : <br /> (a) this Agreement <br /> (b) the applicable Order or Statement of Work <br /> (c) the Master Services Agreement <br /> (d) any other referenced documents , exhibits or attachments . <br /> i <br /> I <br /> Except as expressly stated otherwise, the terms of this Agreement shall prevail . <br /> (Contract Specific Revision 11 / 13 /25 ) <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 /> g . Ownership of Work Product . Should Provider ' s performance of this Agreement generate <br /> documents created expressly and exclusively for use by the County, such documents shall <br /> Revised 01 / 24 <br /> 6 <br />