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9. Amendments to the Agreement <br />a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional <br />compensation or a change in duration of this Agreement shall be made by a written <br />Amendment to this Agreement executed by the County and the University. The <br />University shall proceed to perform the services required by the Amendment only after <br />receiving a fully executed Amendment from the County. <br />10. Termination <br />a. Termination for Convenience of the County. This Agreement may be terminated without <br />cause by the County and for its convenience upon fourteen (14) days written notice to <br />the University. <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 upon <br />delivery of written notice of termination furnished to the other parry at least fourteen <br />(14) days prior to termination. <br />c. Other Termination. The University may terminate this Agreement based upon the <br />County's material breach of this Agreement; provided, the County has not taken all <br />reasonable actions to remedy the breach. The University shall give the County fourteen <br />(14) days written notice of its intent to terminate this Agreement for cause. <br />d. Compensation After Termination. <br />i) In the event of termination, the University shall be paid that portion of the fees and <br />expenses that it has earned to the date of termination. <br />ii) Should this Agreement be terminated, the University 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 />Waiver. The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the University 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 Assi ent. The County and the University each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither <br />the County nor the University shall assign or transfer its interest in this Agreement <br />without the written consent of the other. <br />b. Governing Law. 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 />Revised May 2011 5 <br />{00046427. DOC} <br />