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10 <br /> b. Termination by Either Party. This agreement or its renewals may be terminated at any <br /> Y <br /> time without penalty by either party provided that the agreement is terminated either: <br /> i} Upon failure of the parties to agree on a replacement Medical Director or <br /> replacement designated back--up Department physician pursuant to paragraph 6 of <br /> this agreement; or <br /> ii} upon delivery of written notice of termination furnished to the other art at least <br /> P Y <br /> ninety(90) days prior to termination. <br /> c. Other Termination. The Provider�may terminate this Agreement based upon the County's <br /> Y <br /> material breach of this Agreement; provided, the County has not taken all reasonable <br /> actions to remedy the breach. The Provider shall give the County ninety (90) days' <br /> prior written notice of its intent to terminate this Agreement for cause. <br /> d. 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 /> e. 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 <br /> Agreement or the waiver by the County of any breach of this Agreement shall not <br /> constitute a waiver of any claim for damages by the County for any breach of this <br /> Agreement or a 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 <br /> the County nor the Provider shall assign or transfer its interest in this Agreement <br /> without the 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 <br /> have jurisdiction or venue with respect to such suits or actions. The Parties may agree <br /> to nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> Revised January 2010 <br /> 9 <br />