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Such insurance shall be provided by an insurance company licensed to do business in North Carolina or any other company approved in advance by County. Medris shall provide County with 30 days' prior written notice of any cancellation of or a significant change in such insurance coverage. XI. Funding As consideration for the services and technology to be provided or arranged for by Medris under this Agreement, County will provide to Medris funds in the amount of ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000.00) during the two-year Term of this Agreement. Medris will use all funding under this Section XI to provide technology and support services as referenced in Section I. XII. Assienment of Services The services to be performed by either Party shall not be assigned, sublet, or transferred without the prior written approval of the other Party. The Parties shall not share any proprietary information unless approved by the other Party. XIII. Data Privacv The Parties agree to abide by all applicable State and Federal laws and regulations concerning the handling and disclosure of private and confidential information concerning individuals and/or data including, but not limited to. information made non-public by such laws or regulations. The Parties agree to hold one another harmless from any claims resulting from the unlawful disclosure or use of private, confidential, or non-public information by the offending Party. XIV. Goveminn Law; Severability The Parties expressly agrees that this Agreement will be governed by North Carolina law and any ambiguities in language will not be construed against the drafter. The venue for any legal action or proceeding arising from, or related to, this Agreement shall be in Charlotte, North Carolina. If any tern, condition, clause, or provision of this Agreement shall be determined by a court of competent jurisdiction to be void or invalid then only that term, condition, clause or provision as is determined to be void or invalid shall be modified or amended to render it enforceable if possible; otherwise the term, condition, clause or provision shall be stricken from this Agreement, and this Agreement shall remain in full force and effect in all other respects. XV. Amendment; Waiver No provision of this Agreement may be waived unless in writing signed by all of the parties to this Agreement, and the waiver of any one provision of this Agreement shall not be deemed to be a waiver of any other provision. This Agreement may be amended only by a written agreement executed by all of the parties to this Agreement. XVI. Force Maieure If either Party's ability to perform any of its obligations under this Agreement is affected by a Force Majeure (as hereinafter defined), then it is agreed that the obligations of such party will, so far as they are Attachment number t \n F-4 Page 61