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7. Amendments to the Agreement <br /> a. Changes in Basic Services. Changes in the Basic Services and entitlement to <br /> additional compensation or a change in duration of this Agreement shall be made <br /> by a written Amendment to this Agreement executed by the County and the <br /> Provider. The Provider shall proceed to perform the Services required by the <br /> Amendment only after receiving a fully executed Amendment from the County. <br /> 8. Termination <br /> a. Termination for Convenience of the County. This Agreement may be terminated <br /> without cause by the County and for its convenience upon seven (7) days' prior <br /> written notice to the Provider. <br /> b. Other Termination. The Provider may terminate this Agreement based upon the <br /> County's material breach of this Agreement; provided, the County has not taken all <br /> reasonable actions to remedy the breach. The Provider shall give the County seven <br /> (7) days'prior 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 <br /> and expenses that it has earned to the date of termination, less any costs or <br /> expenses incurred or anticipated to be incurred by the County due to errors or <br /> omissions of 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 <br /> failure of the County to require compliance by the Provider with any provisions of <br /> this Agreement or the waiver by the County of any breach of this Agreement shall <br /> not constitute a waiver of any claim for damages by the County for any breach of <br /> this Agreement or a waiver of any other required compliance with this Agreement. <br /> 9. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, <br /> their successors, assigns and legal representatives to the terms of this Agreement. <br /> Neither the County nor the Provider shall assign or transfer its interest in this <br /> Agreement without the written consent of the other. <br /> b. Governing Law. This Agreement and the duties, responsibilities, obligations and <br /> rights of respective parties hereunder shall be governed by the laws of the State of <br /> North Carolina. <br /> 5 <br />