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receive payment from County within 30 days after receipt of the invoice , the unpaid payment, or any portion
<br />not disputed and not paid thereof, shall bear interest at the rate of eighteen percent (18 %) per annum, or the
<br />highest rate allowed by law, whichever is less. If County disputes any portion of an invoice, including work
<br />performed or charges incurred, County may withhold the disputed amount until the parties reach a settlement.
<br />County shall then make payment within 30 days of the settlement.
<br />3. Term and Termination The term of this Agreement shall commence on the Effective
<br />Date and shall continue for three (3) years, after which the Agreement may be reviewed and renewed, if the
<br />parties so desire. Either party may terminate this Agreement upon thirty (30) days' written notice to the other
<br />party without cause, provided, however, that to the extent this Agreement is terminated by County, Company
<br />shall be compensated for any services provided prior to the effective date of such termination. In addition,
<br />either party shall have the right to terminate this Agreement immediately in the event the other party files or
<br />has filed a petition for bankruptcy, or is determined bankrupt, or if the other party becomes insolvent, or
<br />makes an assignment for the benefits of its creditors, or if a receiver is appointed for all or any portion of its
<br />business assets.
<br />4. Confidentiality County hereby acknowledges and agrees that Company has or may
<br />disclose to the County certain non - public information relating to the Company or the Business, including,
<br />but not limited to, customer lists, the identities of prospective customers, data, know -how, formulae,
<br />processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, pricing
<br />information, studies, fmdings, inventions and ideas, which are confidential to the Company
<br />( " Confidential Information "). To the extent this confidential information is considered trade secrets, it
<br />shall not be disclosed as a public record. Except as expressly permitted by this Agreement, County shall:
<br />(a) Not disseminate or disclose the Confidential Information;
<br />(b) Not use the Confidential Information for any purpose other than that of
<br />performing County's obligations under this Agreement;
<br />(c) Use all reasonable care in handling and securing the Confidential Information;
<br />and
<br />(d) Return to the Company and/or destroy or erase all of the Confidential
<br />Information in tangible form (at Company's direction and in Company's sole and absolute discretion),
<br />upon the expiration or termination of this Agreement, and promptly certify in writing to the Company that
<br />Client has done so.
<br />5. Notices Any notice or other communication required or permitted hereunder shall be in
<br />writing and shall be delivered personally, or sent by first class, certified, registered or express mail, postage
<br />prepaid. Any such notice shall be deemed given when so delivered personally or, if mailed, two days after
<br />the date of deposit in the United States mail, as follows:
<br />If to the Company: Nutrition That Works, LLC
<br />Attn: Sarah Carnathan
<br />7576 Silver View Lane
<br />Raleigh, NC 27613
<br />If to the County: Lee County Health Department
<br />Attn: Terrell Jones
<br />TRII \684376v2 2
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