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arising from bodily injury including death or property damage to any person or persons caused in <br />whole or in part by the negligence or misconduct of the Provider except to the extent same are <br />caused by the negligence or willful misconduct of the County. It is the intent of this provision to <br />require the Provider to indemnify the County to the fullest extent permitted under North Carolina <br />law. <br />9. Amendments to the Agreement. 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 Amendment <br />to this Agreement executed by the County and the Provider. The Provider shall proceed to <br />perform the Services required by the Amendment only after receiving a fully executed <br />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 seven (7) days' prior written notice to <br />the Provider. <br />b. 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 seven (7) days' prior <br />written notice of its intent to terminate this Agreement for cause. <br />c. 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 />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 waiver <br />of any claim for damages by the County for any breach of this Agreement or a waiver of <br />any other required compliance with this Agreement. <br />C. Additional Provisions <br />Limitation and Assi ign Went. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms 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 />2. Independent Contractor: The Provider is and shall be deemed to be an independent <br />contractor in the performance of this contract and as such shall be wholly responsible for <br />the work to be performed and for the supervision of its employees. The Provider <br />represents that it has, or shall secure at its own expense, all personnel required in <br />performing the services under this agreement. Such employees shall not be employees of, <br />or have any individual contractual relationship with the County. <br />Revised June 2011 <br />7 <br />