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S. Indemnity <br />a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from <br />all loss, liability, claims or expense, including attorney's fees, arising out of or related to <br />the Project and arising from bodily injury including death or property damage to any <br />person or persons caused in whole or in part by the negligence or misconduct of the <br />Provider except to the extent same are caused by the negligence or willful misconduct of <br />the County. It is the intent of this provision to require the Provider to indemnify the <br />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 Convenience of the County. This Agreement may be terminated without <br />cause by the County and for its convenience upon fifteen (15) days prior written notice <br />to 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 fifteen (15) 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 <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 />Revised July 2010 <br />5 <br />