Agenda Package 6-3-13 Reg. Meeting

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am PO Box 1968 Sanford NC 27331 -1968 8. Governing Law This Agreement shall be subject to and governed by the laws of the State of North Carolina, exclusive of its rules governing choice of law and conflict of laws. If legal action is commenced by either party to enforce or defend its rights under this Agreement, such action shall be brought only in a court located in Wake County, North Carolina, and the parties agree to submit to the jurisdiction of such courts. The prevailing party in any litigation will be entitled to recover all reasonable costs and expenses, including attorneys' fees and court costs incurred in such litigation, in addition to any other relief granted. 9. Survival The terms of Sections 2, 4, 5 and 7 of this Agreement, as well as any sections or portions of this Agreement related to the interpretation, enforcement or adjudication of this Agreement shall survive the termination, cancellation or expiration of this Agreement. 10. Headings The headings in this Agreement have been inserted solely for convenience of reference and may not be considered in the interpretation or construction of this Agreement. 11. Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and have the same binding effect. Facsimile or electronic signatures (via PDF) shall have the same force and effect as original signatures. 12. Non - Exclusivity The Company maintains the right, in its sole discretion, to render similar consulting services, and/or otherwise seek employment or relationships with other companies during the term of this Agreement. 13. Non - Solicitation of Company Employees or Independent Contractors County agrees that it will not, prior to the termination or expiration of this Agreement (or the last surviving Schedule hereunder, whichever is later), and for a period of two (2) years thereafter, solicit for hire or entice any employee or independent contractor of Company to terminate his, her or its relationship with the Company without the express written permission of Company. 14. Miscellaneous The parties hereto hereby agree to execute any further documents reasonably necessary to consummate the transactions contemplated by this Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the Effective Date of this Agreement shall not be binding upon the Company. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party or by anyone acting on the behalf of any party, that are not embodied herein, and that no agreement, statement or promise not contained in this Agreement shall be valid or binding or in any way have any force or effect on the parties. No change or modification of this Agreement shall be valid or binding upon the parties hereto unless such change or modification is in writing and executed by the parties hereto. The waiver by any party of any breach of a provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the parties. The rights and remedies provided in this Agreement are cumulative and are in addition to, and not exclusive of, any other rights or remedies provided by law. The Company shall not be in default by reason of any failure in performance of this Agreement, if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of the Company, including but not limited to, default by subcontractors or suppliers, acts of God or of a public enemy, acts of terrorism, United States or foreign governmental acts in either a sovereign or contractual capacity, labor, fire, flood, epidemic, restrictions, strikes and/or freight MI \684376v2 3