Orange County NC Website
Browse       Search
5 <br />including Attachment 1 (which is specifically incorporated herein by this reference), contains the entire agreement <br />of the parties with respect to the subject matter hereof and supersedes and replaces any and all other prior or <br />contemporaneous discussions, negotiations, agreements or understandings between the parties, whether written <br />or oral, regarding the subject matter hereof. Any provision of any purchase order, form or other agreement which <br />conflicts with or is in addition to the provisions of this Agreement shall be of no force or effect. In the event of any <br />conflict between a provision contained in any attachment to this Agreement and the general terms of Article I, the <br />provision contained in the attachment shall control. No waiver, amendment, or modification of any provision of this <br />Agreement shall be effective unless in writing and signed by the party against whom such waiver, amendment, or <br />modification is sought to be enforced. No consent by either party to, or waiver of, a breach by either party sh all <br />constitute a consent to or waiver of any other different or subsequent breach by either party. This Agreement shall <br />be governed by and construed in accordance with the laws of the State in which the Customer resides, without <br />regard to its conflicts of laws principles. The parties agree that venue for any dispute or cause of action arising out <br />of or related to this Agreement shall be in the state and federal courts of the United States located in the State in <br />which the Customer resides. ES&S is providing services to Customer as an independent contractor and shall not <br />be deemed to be a “state actor” for purposes of 42 U.S.C. § 1983 or any similar State statute. ES&S may engage <br />subcontractors to provide certain of the services, but shall remain fully responsible for such performance. The <br />provisions of Article II and Article III Sections 1-6 shall survive the termination of this Agreement, to the extent <br />applicable. <br />7. Counterparts; Execution by Email. This Agreement may be executed in two or more <br />counterparts, each of which shall be deemed an original, but which together shall constitute one and the same <br />instrument. The parties may execute this Agreement and exchange counterparts of the signature pages by means <br />of email transmission, and the receipt of such executed counterparts by email transmission shall be binding on the <br />parties. Following such exchange, the parties shall promptly exchange original versions of such signature pages <br />upon request. <br />Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6