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d. Right to Inspect. Subject to any applicable federal or North Carolina laws or <br /> regulations regarding employee privacy, the COMPANY agrees that any duly <br /> authorized representative of the COUNTY shall have, at all reasonable times and <br /> on reasonable notice, access to and the right to inspect, audit, copy and examine <br /> all relevant books,records, and other documents relating to the Grant and the <br /> fulfillment of this Agreement throughout the Agreement Period and for a period <br /> of two years thereafter. <br /> e. If the COMPANY fails to keep and maintain books and records necessary for <br /> verifying fulfillment of all terms of this Agreement, or if the COMPANY fails to <br /> provide access and the right of inspection of the records to a duly authorized <br /> representative of the COUNTY sufficient to verify compliance with this <br /> Agreement, the COUNTY may, in its discretion, declare the COMPANY to be in <br /> default of this Agreement, withhold future payments due under this Agreement <br /> and/or require reimbursement of all or any portion of Grant funds previously paid, <br /> if the COMPANY did not rectify such default within thirty days. <br /> f. Non-Appropriations Provision. The COUNTY's obligation to make <br /> disbursements to the COMPANY under this Agreement is contingent upon <br /> appropriations by the COUNTY and the availability of funds for the Grant. <br /> g. Failure of the COUNTY at any time to require performance of any term or <br /> provision of this Agreement shall in no manner affect the rights of the COUNTY <br /> at a later date to enforce the same or to enforce any future compliance with or <br /> performance of any of the terms or provisions thereof. No waiver by the <br /> COUNTY of any condition or the breach of any terms,provision or representation <br /> contained in this Agreement, whether by conduct or otherwise, in any one or more <br /> instances, shall be deemed to be or construed as a further or continuing waiver of <br /> any such condition or the breach of that or any other term,provision or <br /> representation. <br /> h. Assignment. No party shall assign any interest in or obligation under this <br /> Agreement without the prior written consent of the other Party; such consent shall <br /> not be unreasonably withheld. <br /> i. Governing law and venue. The Parties intend that this Agreement shall be <br /> governed by the law of the State of North Carolina, and that the General Courts of <br /> Justice of the State of North Carolina shall be the forum and venue for any dispute <br /> arising out of this Agreement. Prior to the commencement of any litigation, the <br /> Parties agree to negotiate in good faith to attempt to resolve any dispute. <br /> j. Liability of Officers and Agents; Limit on Liability. No officer, agent or <br /> employee of the COUNTY or the COMPANY shall be subject to any personal <br />