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7. Indemnification To the maximum extent allowed by law, the parties shall defend, indemnify, and save harmless the other party, its agents, officers, and employees, from and against all charges that arise in any manner from, in connection with, or out of this Contract as a result of the acts or omissions of the parties or subcontractors or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except for damage or injury caused solely by the negligence of the County, its agents, officers or employees. This section shall remain in force despite termination of this Contract (whether by expiration of the term or otherwise) and termination of the Services of the Contract. 8. Miscellaneous (a) Choice of Law or Forum. This Contract shall be deemed made in Cabarrus County, North Carolina. This Contract shall be governed by and construed in accordance with the laws of North Carolina. The exclusive forum and venue for all actions arising out of this Contact shall be the appropriate division of the North Carolina General Court of Justice in Cabarrus County. Such actions shall neither be commenced in nor removed to federal court. (b) Waiver No action or failure to act by the County shall constitute a waiver of any of its rights or remedies that arise out of this Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach of this Contract, except as may be specifically agreed in writing. (c) Performance of Government Functions Nothing contained in this Contract shall be deemed or construed so as to in any way estop, limit, or impair the County from exercising or performing any regulatory, policing, legislative, governmental, or other powers of functions. (d) Performance of Non - Profit Functions. Nothing contained in this Contract shall be deemed or construed so as to in any way estop, limit, or impair the CLC from exercising or performing any function consistent with its status as a non - profit corporation. (e) Severabilitv If any provision of this Contract shall be unenforceable, the remainder of this Contract shall be enforceable to the extent permitted by law. (f) Assignment Successors and Assigns Without the County's written consent, the CLC shall not assign (which includes to delegate) any of its rights (including the right to payment) or duties that arise out of this Contract. Unless the County otherwise agrees in writing, the CLC and all assigns shall be subject to all of the County's defenses and shall be liable for all of the CLC's duties that arise from this Contract and all of the County's claims that arise from this Contract. Without granting the CLC the right to assign, it is agreed that the duties of the CLC that arise from this Contract shall be binding upon it and its heirs, personal representatives, successors, and assigns. (g) Compliance with Law In performing all of the terms of this Contract, the CLC shall comply with all applicable law. (h) EEO Provisions During the performance of this Contract the CLC agrees as follows: (1) The CLC shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, political affiliation or belief, age, or handicap. The CLC shall take affirmative action to insure that applicants are employed and that employees are treated equally during employment, without regard to race, color, religion, sex, national origin, political affiliation or belief, age, or handicap. The CLC shall post in conspicuous places available to employees and applicants for employment notices setting forth these EEO provisions. 3 Attachment number 1 G_2 Page 193