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<br />,. <br /> <br />persons or property that shall happen or occur in connection with the use or sale <br />of such good, service, or process and are contributed to by said condition; <br />provided, <br /> <br />F. Intellectual Property. If any claim based upon alleged infringement of rights in any <br />patent, copyright, trademark, or trade name is asserted against the County by virtue of <br />the purchase of any good,. service, or process hereunder, the EDC shall indemnify and <br />hold the County harmless from all claims, demands, and legal obligations against the <br />City in preparation or in defense of such claims, or in settlement thereof. <br /> <br />G. Strict Compliance. The County may at any time insist upon strict compliance with <br />these terms and conditions notwithstanding any previous course of dealing or course of <br />performance between the parties to the contrary. <br /> <br />H.Bankruptcy. If any bankruptcy or insolvency proceedings are commenced against <br />EDC and are not dismissed within sixty (60) days after service of such proceeding on <br />EDC, or if EDC shall file a petition in bankruptcy or for reorganization or to effect a plan <br />or other arrangement with creditors, or be adjudicated bankrupt or make an assignment <br />for the benefit of creditors, or be dissolved or liquidated, or shall admit in writing its <br />inability to pay its debts generally as they become due, or a receiver, trustee or <br />liquidator of EDC or of all or substantially all of the property of EDC is appointed in any <br />proceeding brought by EDC, or if any such receiver, trustee, or liquidator is appointed in <br />any proceeding against EDC, and any such receiver, trustee or liquidator is not <br />discharged within sixty (60) days after service of such appointment on EDC, this <br />agreement, at the sole option of County, shall be null and void. <br /> <br />L Severability. In the event that any provision herein shall be deemed invalid or <br />unenforceable, the other provisions hereof shall remain in full force and effect, and <br />binding upon the parties hereto. <br /> <br />J. Survival. All obligations arising prior to the termination of this Agreement and all <br />provisions of this Agreement allocating responsibility or liability between the City and the <br />EDC shall survive the completion of the services and the termination of this Agreement. <br /> <br />K. Governina Law. This Agreement shall be governed in all respects by the laws of the <br />State of North Carolina. All suits at law or in equity for any breach of the agreement or <br />for default in payment shall be instituted and maintained in any court of competent <br />jurisdiction in Cabarrus County, North Carolina. <br /> <br />L. Assianment. No assignment of this Agreement or any of the rights, benefits and/or <br />duties under this Agreement is permitted except by the written Agreement approved by <br />both the Cabarrus County Board of Commissioners and the Board of Directors of the <br />EDC. <br /> <br />BE_, <br />