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SECTION SEVEN <br /> TERM AND TERMINATION <br /> Unless sooner terminated, the Contract shall remain in force for a term of one <br /> (1) year from the date first above written. The Contract may be negotiated and <br /> renewed by written agreement of the parties annually. The Contract may be <br /> terminated as follows: <br /> a. By mutual written consent of the parties <br /> b. By either party upon sixty days' prior written notice to the other; <br /> c. By either party upon the other party's material breach of any obligations <br /> under the Contract, and the breach is not cured within a reasonable time; <br /> d. By contractor upon dissolution, bankruptcy, sale of substantially all of <br /> the assets, or a change of managing control of Orange County, or if Orange <br /> County ceases to engage in the business of providing senior center <br /> services; or <br /> e. By Contractor if the practice is no longer located at the address set <br /> forth in the Recital A above. <br /> Upon termination of the Contract, Orange County will provide Contractor a full <br /> accounting of and settle all accounts with Contractor. All clinical records <br /> (including but not limited to paper charts and copies of any clinical electronic <br /> files related to Contractor's clients and practice) shall remain the property of <br /> Contractor. However, accounting records and copies of all electronic files will <br /> remain the property of Orange County, as is required for appropriate facility <br /> operation, handling of records requests, tax preparation, processing of <br /> insurance claims, and participation in facility provider network audits. <br /> SECTION EIGHT <br /> MISCELLANEOUS <br /> The Contract constitutes the entire agreement between Orange County and <br /> Contractor with respect to the subject matter in the Contract and supersedes all <br /> prior discussions, communications, understandings, and agreements, whether oral <br /> or written. <br /> The Contract may not be amended, nor modified except in writing duly executed by <br /> both Orange County and Contractor. <br /> Neither Orange County nor Contractor may assign, in whole or in part, the <br /> Contract or any of their respective rights or obligations under the Contract, <br /> without the prior written consent of the other party. <br /> The Contract may be executed in several counterparts, each of which will be <br /> deemed an original, and all of which will constitute one and the same <br /> instrument. <br />