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officers, directors, employees, licensees,. and invitees or other third parties that <br />enter OCAS premises, and OCAS agrees to indemnify the County from any and <br />all losses, damages, costs and expenses (including reasonable attorney's fees) <br />caused by or arising out of an act, omission, fault, negligence or other misconduct <br />of OCAS, its principals, agents, officers, directors, employees, licensees, and <br />invitees or other third parties that enter OCAS premises which occurs in <br />connection with this agreement. <br />F. This agreement may be terminated by either party: <br />1. upon at least thirty (30) days notice by certified mail, with <br />return receipt requested or by written notice delivered in person <br />to, as to the County, Sharron Hinton, Orange County, P.O. Box <br />8181, Hillsborough, North Carolina 27278, and as to OCAS, <br />Joyce Kuhn, Executive Director, 116 S. Churton Street, <br />Hillsborough, North Carolina 27278; <br />2. at any time, for cause, in case of jeopardy to the client or other <br />failure to comply with the requirements of this agreement, <br />upon notice to OCAS as provided here (the cause shall be <br />documented in writing to OCAS detailing the grounds for <br />termination); <br />3. by mutual consent of both parties, in writing. In the event of <br />termination in part, the parties shall continue the performance <br />of this agreement to the extent not terminated. After receipt of <br />a notice of termination and except as otherwise directed by the <br />County, OCAS shall cease work under this agreement on the <br />date, and to the extent specified in the notice of termination. <br />The County shall pay OCAS the agreed upon amount for the <br />delivery of services under the terms of this agreement up to the <br />effective date of termination. Payment shall not be made for <br />property or supplies purchased after the notice of termination is <br />received. <br />G. This agreement is not intended and shall not be construed to create the <br />relationship of agent, servant, employee, partnership or joint venture between <br />OCAS and the County, but rather is an agreement between independent <br />contractors. OCAS is not an employee or agent of the County for any purpose <br />including but not limited to compensation for services, employee welfare and <br />pension benefits, worker's compensation insurance, or any other fringe benefits of <br />employment. <br />H. OCAS agrees not to subcontract or assign any of the services <br />contemplated under this agreement without the prior written approval of the <br />County. <br />5 <br />