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DocuSign Envelope ID: F4D38498-6182-495F-9F57-49F44D76229A <br /> a. Termination for Convenience of the County. This Agreement may be terminated <br /> without cause by the County and for its convenience upon seven (7) days prior <br /> written notice to the Provider. <br /> b. Other Termination. The Provider may terminate this Agreement based upon the <br /> County's material breach of this Agreement; provided, the County has not taken all <br /> reasonable actions to remedy the breach. The Provider shall give the County seven <br /> (7) days'prior 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 the failure <br /> of 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 /> e. Suspension. County may suspend the Basic Services and this Agreement at any time <br /> for County's convenience and without penalty to County upon three (3) days' notice <br /> to Provider. Upon any suspension by County, Provider shall discontinue the Basic <br /> Services and shall not resume the Basic Services until notified to proceed by County. <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 <br /> rights of respective parties hereunder shall be governed by the laws of the State of <br /> North Carolina. <br /> c. Compliance with Laws. Provider shall at all times remain in compliance with all <br /> applicable local, state, and federal laws, rules, and regulations including but not <br /> limited to all anti-discrimination laws, rules, and regulations. By executing this <br /> 7 <br /> Revised March 23,2016 <br />