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S. Disclosure of Information.
<br />a. Consultant shall.not disclose or appropriate to Consultant's own use, or to the use of any third
<br />party, at any time during or subsequent to the term of this Agreement, any confidential
<br />information of County of which Consultant has been or hereafter becomes informed, whether •
<br />or not developed by Consultant, including, but not limited to: information pertaining to data
<br />collected and analysis thereon, customer lists, services, methods, processes, prices, profits,
<br />contract terms or operating procedures, except as required in coffiection with Consultant's
<br />performance of this Agreement, or as required by the North Carolina Public Records Law or
<br />by a court of competent jurisdiction..
<br />b. County shall have the right to obtain injunctive relief, without bond, for violation of the terms
<br />of this entire Section 5. The terms of this entire Section 5 shall survive the term of this
<br />Agreement.
<br />6. Assignment. This agreement and obligations of Consultant herein are expressly non-assignable.
<br />7. Independent Contractor. It is. expressly agreed that the Consultant is acting as an independent
<br />contractor in performing activities/services hereunder. This Agreement shall not be construed to
<br />create an employer/employee relationship, a partnership, or joint venture between the Parties.
<br />8. Enforcement.
<br />a. Severability and Substitution of Valid Provisions. Each provision of this Agreement shall
<br />be severable. If any provision is held invalid, contrary to, or in conflict with any law or
<br />regulation by a tribunal with competent jurisdiction in a proceeding to which County or
<br />Consultant is a party, the remainder of this Agreement shall remain in effect.
<br />b. Waiver of Obligations. County or Consultant may by written instrument unilaterally waiv~
<br />or reduce any obligation of or restriction upon the other under this Agreement, effective upon
<br />delivery of written notice thereof to the other or upon such other effective date stated in the
<br />written notice. Any waiver by either Party (whether or not in writing) shall be without
<br />prejudice to said Party's other rights, will be subject to said Party's continuing review, and
<br />may be revoked in County's sole discretion, effective upon delivery to said other Party often
<br />(10) days prior written notice. County and Consultant shall not be deemed to waive or impair
<br />any right, power, or option reserved by this Agreement: (1) by virtue of any custom or
<br />practice different from the terms hereoF (2) by failure, refusal, or neglect to exercise any right
<br />under this Agreement or to insist upon the other's exact compliance with its obligations; (3)
<br />by" omission to exercise any right, power or option, with respect to Consultant; or (4) by
<br />County's acceptance of any payments due from Consultant after any breach of this
<br />Agreement.
<br />c. Force Majenre. Neither County nor Consultant shall be liable for loss or damage or deemed
<br />to be in breach of this Agreement if its failure to perform results from: (1) transportation
<br />shortages, strikes, inadequate. supply of equipment, supplies, material, or energy, or the
<br />voluntarily foregoing of the right to acquire or use any of the foregoing in order to
<br />accommodate or- comply -with the- orders,--requests;- regulations;... recommendations or
<br />instructions of any federal, state, or municipal government or any department or agency
<br />thereof; (2) compliance with any law, ruling, order, regulation, requirement, or instruction of
<br />any federal, state or municipal government or any department or agency thereof (other than an
<br />order, requirement or instruction arising from a violation of law by Consultant); (3) acts of
<br />God; and (4) acts or omissions of the other party hereunder. Any delay resulting from any
<br />such cause shall extend performance accordingly or excuse performance, in whole or in p
<br />as may be reasonable, except that said causes shall not excuse payments of amounts owed
<br />the -tune of such occurrence.
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