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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 /> a. 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 /> a. 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 /> c. 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 />