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a. Termination for Convenience of the Cauntv. 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 upan the County's <br />material bzeach of tlus Agreement; provided, the County has not taken a11 reasonable <br />actions ta 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 anticipa#ed to be incurred by the Couniy due to errors or omissions of <br />the Provider. <br />ii) Should this Agreement be tezminated, the Provider sha11 deliver #o the County <br />within seven (7} days, at no additional cost, a11 deliverables including any <br />electronic data or fles 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 sha11 not constitute a <br />waiver of any clai.m for damages by the Cotu~ry for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <br />l l.. Additional Provisions <br />a. Limitation and Assi ent. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Ageement. Neither the <br />County nor the Provider shall assign or tzansfer 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 />Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br />with respect to any provision of, or the perforn'ance or non-perforxnance of, this <br />Agreement sha11 be brought in the General Cou.rt of Justice of North Carolina sitting in <br />Orange County, North Caralina. It is agreed by the parties that no other court shall have <br />jurisdiction or venue with respect to such suits or actions. The Parties may agree to <br />nonbinding mediation af any dispute prior #o the bringing of such suit or action. <br />d. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the County and the Provider and supersedes all prior negotiations, <br />representations or agreernents, either written or oral. This Agreement may be amended <br />only by written insfrument signed by both parties. Modifications may be evidenced by <br />facsimile signatuxes. <br />Revised July 2090 <br />5 <br />