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to indemnify the County to the fullest extent permitted under North Carolina law for <br /> such negligence or misconduct. <br /> 9. Amendments to the Agreement <br /> a Chances 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 seven(7) days prior written notice to <br /> 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 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 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 tiles 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 Assi moment. 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, except for assignment to a wholly owned subsidiary or the <br /> Provider's parent company, or as the result of a merger or acquisition by another <br /> company. <br /> Revised July 2010 6 <br />