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Tort Claims Act. Further, the University shall provide adequate professional liability <br /> insurance for the University and its personnel who provide services described in this <br /> Agreement. The insurance limits will be stated in a Conformation of Insurance <br /> submitted at the time this Agreement is commenced. The professional liability insurance <br /> shall cover personal injury and property damage claims arising out of or related to the <br /> performance under this Agreement by the persons designated as Medical Director under <br /> this Agreement in the amount of at least$1 million, per occurrence, $2 million aggregate. <br /> b. Evidence of Insurance. Evidence of such insurance shall be furnished to the County, <br /> together with evidence that each policy provides the County with not less than thirty (30) <br /> days prior written notice of any cancellation, non-renewal or reduction of coverage. <br /> 8. Indemnity <br /> a. Indemnity. The University will be responsible for the negligence of its employees and <br /> agents to the extent of the North Carolina Tort Claims Act. It is the intent of this <br /> provision to require the Provider to indemnify the County to the fullest extent permitted <br /> under North Carolina law. <br /> 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 Provider. The Provider <br /> shall proceed to perform the Services required by the Amendment only after receiving a <br /> 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 ninety (90) days' prior written notice <br /> to the Provider. <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' prior <br /> written notice of its intent to terminate this Agreement for cause. <br /> SAContract Review\Health\Medical Directors Contract\Family Medicine-Medical Director 2011-12.doc <br /> 9 <br />