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10 <br />b. Termination by Either Party. This agreement or its renewals may be terminated at any <br />time without penalty by either party provided that the agreement is terminated either: <br />i) Upon failure of the parties to agree on a replacement Medical Director or <br />replacement designated back-up Department physician pursuant to paragraph 6 of <br />this agreement; or <br />ii) upon delivery of written notice of termination furnished to the other party at least <br />ninety (90) days prior to termination. <br />c. Other Termination. The Provider may terminate this Agreement based upon the County's <br />material breach of this Agreement; provided, the County has not taken all reasonable <br />actions to remedy the breach. The Provider shall give the County ninety (90) days' <br />prior written notice of its intent to terminate this Agreement for cause. <br />d. Compensation After Termination. <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 Agreement be terminated, the Provider shall deliver to the County <br />within seven (7) days, at no additional cost, all deliverables including any <br />electronic data or files relating to the Project. <br />e. 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 <br />Agreement or the waiver by the County of any breach of this Agreement shall not <br />constitute a waiver of any claim for damages by the County for any breach of this <br />Agreement or a waiver of any other required compliance with this Agreement. <br />11. Additional Provisions <br />a. Limitation and Assignment. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither <br />the County nor the Provider shall assign or transfer its interest in this Agreement <br />without the written consent of the other. <br />b. Governing. This Agreement and the duties, responsibilities, obligations and rights <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. <br />c. Dispute Resolution. 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 County, North Carolina. It is agreed by the parties that no other court shall <br />have jurisdiction or venue with respect to such suits or actions. The Parties may agree <br />to nonbinding mediation of any dispute prior to the bringing of such suit or action. <br />9 <br />