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whole or in part by the negligence or misconduct of the Provider except to the extent same are <br /> caused by the negligence or willful misconduct of the County. It is the intent of this provision to <br /> require the Provider to indemnify the County to the fullest extent permitted under North Carolina <br /> law. <br /> 9. Amendments to the Agreement. Changes in the Basic Services and entitlement l:o additional <br /> compensation or a change in duration of this Agreement shall be made by a written Amendment <br /> to this Agreement executed by the County and the Provider. The Provider shall proceed to <br /> perform the Services required by the Amendment only after receiving a fully executed <br /> 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 a:l reasonable <br /> actions to remedy the breach. The Provider shall give the County seven ( ') 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 files relating to the Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or ;he 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 waiver <br /> of any claim for damages by the County for any breach of this Agreement or a waiver of <br /> any other required compliance with this Agreement. <br /> C. Additional Provisions <br /> 1. Limitation and Assignment. 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. <br /> 2. Independent Contractor: The Provider is and shall be deemed to be an independent <br /> contractor in the performance of this contract and as such shall be wholly responsible for <br /> the work to be performed and for the supervision of its employees. The Provider <br /> represents that it has, or shall secure at its own expense, all personnel required in <br /> performing the services under this agreement. Such employees shall not be employees of, <br /> or have any individual contractual relationship with the County. <br /> Revised May 2014 <br /> 7 <br />