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misconduct of the County. It is the intent of this provision to require the Provider to <br />indemnify the County to the fullest extent permitted 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 Cause. The County may terminate this Agreement without notice to the <br />Provider for Cause. Provider may terminate this Agreement without notice to the <br />County upon County's willful failure to compensate Provider as provided in Section <br />5(a). <br />b. Other Termination. In the event Provider is unable to perform, for any reason, the Basic <br />Services as set out in this Agreement, County may terminate this Agreement pursuant to <br />Section 10(b) above. <br />c. Compensation After Termination. <br />i) In the event of termination, the Provider shall be paid that portion of the <br />compensation and reimbursements that she has earned to the date of termination, <br />less any costs or expenses incurred or anticipated to be incurred by the County due <br />to errors or omissions of the Provider. <br />ii) Should this Agreement be terminated, the Provider shall deliver to the Chief <br />District Court Judge within seven (7) days, at no additional cost, all deliverables <br />including any 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 <br />waiver of any claim for damages by the County for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <br />11. Additional Provisions <br />a. Limitation and Assignment. 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 />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 />5 <br />