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16 <br />i) In the event of termination, the Provider shall be paid that portion of the fees and <br />expenses that it has earned to the date of termination, less any costs or expenses <br />incurred or anticipated to be incurred by the County due to errors or omissions of <br />the Provider. <br />ii) Should this Agreenda ist at tno laddttdionai oo t, r all deliv e tiles including any <br />within seven (7) Y <br />electronic data or files relating to the Project. <br />d, Waiver. The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Provider with any provisions of this Agreement <br />or the waiver by the County of any breach of this Agreement shall not constitute a <br />waiver of any claim for damages by the County for any breach of this Agreement or a <br />waiver of auy other required compliance with this Agreement. <br />11. Additional Provisions <br />a. Limitation and Assi¢mnent. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the teens of this Agreement. Neither the <br />County nor the Provider shall assign or transfer its interest in this Agreement without the <br />written consent of the other. <br />b oforespec~e partiesshegeunderrshall be governed by the~laws of tlgetStateaodf North <br />Carolina. <br />c. Disyut,____ e Resolute°n• Any and all suits or actions to enforce, interpret or seek damages <br />with respect to any provision of, or the performance or non-performance of, this <br />Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br />Orange Comrty, North Carolina. It is agreed by the parties that no other court shall have <br />jurisdiction or venue with respect to such suits or actions. The Parties may agree to <br />nonbinding mediation of any dispute prior to the bringing of such suit or action. <br />d. Entire Agreement. This Agreement, together with the RFP and its attachments and the <br />Proposal and its attachments, represents the entire and integrated agreement between the <br />County and the Provider and supersedes all prior negotiations, representations or <br />agreements, either written or oral. This Agreement may be amended only by written <br />instrument signed by both parties. Modifications may be evidenced by facsimile <br />signatures. <br />e. Severability. If any provision of tlils Agreement is held as a matter of law to be <br />unenforceable, the remainder of this Agreement shall be valid and binding upon the <br />Patties. <br />f. Ownership of Work Product. Should Provider's performance of this Agreement generate <br />documents, items or things that are specific to this Project such documents, items or <br />things shall become the property of the County and may be used on any other project <br />without additional compensation to the Provider. The use of the documents, items or <br />Revised February 2010 <br />