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DocuSign Envelope ID: E32719BA-2C76-4B20-A01E-5807DC7D82F5 <br /> 96 <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 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 /> • <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. <br /> • <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, together with the RF.P and its attachments and the <br /> Proposal and its attachments,represents the entire and integrated agreement between the <br /> County and the Provider and supersedes all prior negotiations, representations or <br /> agreements, either written or oral. This Agreement may be amended only by written <br /> instrument signed by both parties. Modifications may be evidenced by facsimile <br /> signatures. <br /> e, Severability. If any provision of this Agreement is held as a matter of law to be <br /> unenforceable, the remainder of this Agreement shall be valid and binding upon the <br /> Parties, <br /> f. Ownership of Work Product.Should Provider's performance of this Agreement generate <br /> documents, items or things that are specific to this Project such documents, items or <br /> things shall become the property of the County and may be used on any other project <br /> without additional compensation to the Provider. The use of the documents, items or <br /> Revised July 20*1 0 8 <br />