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8. Indemnity <br /> a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County <br /> from all loss, liability, claims or expense, including attorney's fees, arising out of <br /> or related to the Project and arising from bodily injury including death or property <br /> damage to any person or persons caused in whole or in part by the negligence or <br /> misconduct of the Provider except to the extent same are caused by the negligence <br /> or willful misconduct of the County. It is the intent of this provision to require the <br /> Provider to indemnify the County to the fullest extent permitted under North <br /> Carolina law. <br /> 9. 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 /> 10. Termination <br /> a. Termination for Convenience. This Agreement may be terminated without cause <br /> by the Parties for their convenience upon thirty (30) days' prior written notice to <br /> the other Party. <br /> b. Other Termination. Either Party may terminate this Agreement based upon the <br /> other Party's material breach of this Agreement; provided, the Party committing <br /> the material breach has not taken all reasonable actions to remedy the breach. The <br /> Parry terminating the Agreement shall give the other Party 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 <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 /> 5 <br />