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7 <br />caused in whole or in part by the negligence or misconduct of the Provider, except <br />in each case, to the extent same are caused by the negligence or willful misconduct <br />of the County. It is the intent of this provision to require the Provider to indemnify <br />the County to the fullest extent permitted under North Carolina law. <br />9. Amendments to the Agreement <br />Changes in Basic Services. Changes in the 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 <br />Provider shall proceed to perform the Services required by the Amendment only <br />after receiving a fully executed Amendment from the County. <br />10. Termination <br />Termination. Except as otherwise provided herein, if either party breaches this <br />Agreement or defaults in the performance of any of the covenants or conditions <br />contained herein and does not cure said breach or default within fifteen (15) days <br />after the non - breaching party has given the breaching or defaulting party written <br />notice of such breach or default, the non - breaching party may: (a) terminate this <br />Agreement as of any date which the said non - breaching party may select provided <br />said date is at least thirty (30) days after the fifteen (15) days in which to cure or <br />commence curing; or (b) cure the breach or default at the expense of the breaching <br />or defaulting party; or (c) have recourse to any other right or remedy to which it <br />may be entitled by law, including, but not limited to, the right to all damages or <br />losses suffered as a result of such breach, default, or termination. In the event <br />either party waives default by the other party, such waiver shall not be construed or <br />determined to be a continuing waiver of the same or any subsequent breach or <br />default. <br />b. 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 to be incurred by the County due to errors or omissions <br />of the Provider. <br />ii) Should this Agreement be terminated, the Provider shall deliver to the <br />County within seven (7) days, at no additional cost, all deliverables <br />including any electronic data or files relating to the Services. <br />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 />11. Additional Provisions <br />