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7 <br />9.2 Other Termination <br />9.2.1 The Consultant may terminate this Agreement based -upon the County's material <br />breach of this Agreement; provided, the County has not taken all reasonable actions to remedy <br />the breach. The Consultant shall give the County seven (7) days.' prior written notice of its <br />intent to temunate this Agreement for cause. <br />9.3 Compensation After Termination <br />9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees <br />and expenses that it has earned to the date of termination, less any costs or expenses incurred or <br />anticipated to be incurred by the County due to errors or omissions of the Consultant. <br />9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County <br />within seven (7) days, at no additional cost, all Deliverables including any electronic data or files <br />relating to the Project. <br />9.4 Waiver- <br />9.4.1 The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Consultant with any provisions of-this Agreement or the <br />waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim <br />for damages by the County for any breach of this Agreement or a waiver of any other required <br />compliance with this Agreement. <br />ARTICLE 10 ADDITIONAL PROVISIONS <br />10.1 Relationshiu of Parties <br />10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor <br />any employee of the Consultant shall be deemed an officer, employee or agent of the County. <br />Consultant's personnel shall not be employees of, or have any contractual relationship with the <br />County. <br />10.2 Limitation and Assi nment <br />10.2.1 The County and the Consultant each bind themselves, their successors, assigns <br />and legal representatives to the terms of this Agreement. Neither the County nor the Consultant <br />shall assign or transfer its interest in this Agreement without the written consent of the other. <br />10.3 Governing Law <br />10.3.1 This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. <br />10.4 Dispute Resolution <br />Revised July 2010 <br />6 <br />