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10. SEVERABILITY OF EROVISIONS. The covenants and provisions contained in this Contract are separate and independent and in the event any section, paragraph or provision hereof shall be declared invalid, illegal or unenforceable in any respect for any reason, the same will not affect any other section, paragraph or provision in this Contract, which should be construed as if such invalid, illegal or unenforceable section, paragraph or provision had never been contained herein. 11. ASSIGNMENT. This Contract shall not be assigned by either Party without the other Party's prior written consent, except that this Contract may be assigned to any successor entity operating Client. 12. GOVERNING LAW. This Contract and all amendments, modifications, alterations or supplements hereto shall be deemed to have been executed in, and shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to its conflict of laws provisions. 13. NOTICE. Any notice required to be delivered by either Party under this Contract shall be in writing and shall be deemed to have been duly given if either delivered personally with a signature of acknowledgement or mailed in a registered or certified postpaid envelope deposited in the United States mail addressed to the address of either Party as set forth below: To Contractor: G4S Secure Solutions (USA) Inc. I Centerview Drive, Suite 105 Greensboro, North Carolina 27407 Attention: General Manager To Client: The Chu rlotte- Meeklenhurg Hospital Authority 501 Billingsley Road Charlotte, North Carolina 28211 Attention: Senior Vice President Behavioral Health 14, NON - WAIVER. Failure of either Party to strictly enforce the provisions of this Contract, with the exception of the notice requirement set forth in Paragraph 13 above, shall not constitute a waiver of any contractual rights hereunder, unless such waiver is in writing signed by the waiving Party. 15. INDEPENDENT CONTRACTOR., The relationship of Contractor to Client under this Contract shall be that of an independent contractor. This Contract shall not be construed to create an employment relationship or any other relationship between the Parties. Contractor shall be responsible for payroll, payroll taxes (including Federal and State Withholding taxes, Federal Social Security taxes and State Unemployment (axes), costs of any background checks, uniforms and all other expenses of Contractor in conjunction with the performance of this Contract. 16. LICENSES. Contractor, its officers and employees, shall be duly licensed and will obtain all permits necessary and required to perform Services by the State, County and/or Municipality where Services are to be performed. 17. ENTIRE AGREEMENT. This Contract is the final expression and embodies the entire agreement of the Parties relating to the subject matter hereof and supersedes all agreements and understandings between the Parties with respect to the subject matter hereof made prior to the date of this Contract. No amendment or modification of this Contract shall be valid or binding upon the Parties unless made in writing and properly executed by Contractor and Client. Page 4 of 6 Attachment number 3 F -2 Page 76