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to Duke Energy an accounting of such remaining funds, and Duke Energy shall, in its sole discretion, have the right to (i) deduct the amount of such remaining funds from the compensation payable during such immediately following year or (ii) approve the expending of such remaining funds for assistance that will be provided by the County during such immediately following year, in which case such remaining funds will be in addition to the compensation to be paid during such year. 3. Reporting. Upon request, the County will provide Duke Energy, within forty five (45) days following such request, an itemized report of the usage of the compensation to the costs of planning, implementing and providing emergency and non -emergency response activities and assistance as are required by the MOU and FEMA for the calendar year that is the subject of the request. 4. Term. This MOU shall be effective as of the Effective Date and shall remain in effect until terminated by either Party upon at least six (6) months written notice to the other Party. This MOU should be reviewed by the Parties annually to verify that the County remains capable of providing assistance to support the Nuclear Plant's Emergency Plan. 5. Entire Aereement. This MOU, including Exhibit A, constitutes the entire agreement between the Parties and supersedes, terminates and replaces all prior oral or written agreements between the Parties with respect to the subject matter hereof. 6. Severability. If any provision of this MOU is found to be invalid, illegal or unenforceable then, notwithstanding such invalidity, illegality or unenforceability, this MOU shall remain in full force and effect and there shall be substituted for such illegal or unenforceable provision a like but legal and enforceable provision which most nearly implements the intention of the Parties. If a like but legal and enforceable provision cannot be substituted under the laws of a particular jurisdiction, then the illegal or unenforceable provision shall be deemed to be deleted and the remaining provisions shall continue in full force and effect. 7. Waiver. The failure of either Party to exercise any of its rights under this MOU for a breach thereof shall not be deemed to be a waiver of such rights, and no waiver by either Party, whether written or oral, express or implied, of any rights under or arising from the MOU shall be binding on any subsequent occasion; and no concession by either Party shall be treated as an implied modification of the MOU unless specifically agreed in writing. 8. Governing Law and Jurisdiction. This MOU shall be governed by the laws of the State of North Carolina. Any dispute arising from this MOU shall be filed and heard in the Superior Court of Lee County, North Carolina. 9. Indemnification. Each Party agrees to defend, indemnify, and hold harmless the other Party from and against all third -party losses, liabilities, claims or expenses (including reasonable attorneys' fees) arising from or relating to (a) bodily injury or death or (b) property loss or damage, in each case, to the extent caused by the negligence or willful misconduct of such Party.