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DocuSign Envelope ID:08F5590C-AFE2-44BA-B873-AC73B2E3Al2B <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 Cause. The County may terminate this Agreement without notice to the <br /> Provider for Cause. Provider may terminate this Agreement without notice to the <br /> County upon County's willful failure to compensate Provider as provided in Section <br /> 5(a). <br /> b. Other Termination. In the event Provider is unable to perform, for any reason, the Basic <br /> Services as set out in this Agreement, County may terminate this Agreement pursuant to <br /> Section 10(b) above. <br /> c. Compensation After Termination. <br /> i) In the event of termination, the Provider shall be paid that portion of the <br /> compensation and reimbursements that she has earned to the date of termination, <br /> less any costs or expenses incurred or anticipated to be incurred by the County due <br /> to errors or omissions of the Provider. <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the Chief <br /> District Court Judge within seven (7) days, at no additional cost, all deliverables <br /> including any electronic data or files 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 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 /> b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. <br /> c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br /> with respect to any provision of, or the performance or non-performance of, this <br /> Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br /> Orange County, North Carolina. It is agreed by the parties that no other court shall have <br /> jurisdiction or venue with respect to such suits or actions. The Parties may agree to <br /> nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> d. Entire Agreement. This Agreement represents the entire and integrated agreement <br /> between the County and the Provider and supersedes all prior negotiations, <br /> representations or agreements, either written or oral. This Agreement may be amended <br /> 5 <br />