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a. Indemni1y. The University will be responsible for the negligence of its employees and <br /> agents to the extent of the North Carolina Tort Claims Act. Notwithstanding the <br /> foregoing, the County shall indemnify the University for any claims arising out of the <br /> provision of services by the University's employee without regard to whether the claim <br /> is covered by the NC Tort Claims Act. It is the intent of this provision to require the <br /> County to indemnify the University to the fullest extent permitted under North Carolina <br /> law. <br /> 9. Amendments to the Agreement <br /> a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional <br /> compensation or a change in duration of this Agreement shall be made by a written <br /> Amendment to this Agreement executed by the County and the University. The <br /> University shall proceed to perform the services required by the Amendment only after <br /> receiving a fully executed Amendment from the County. <br /> 10. Termination <br /> a. Termination for Convenience of the County. This Agreement may be terminated without <br /> cause by the County and for its convenience upon fourteen (14) days written notice to <br /> the University. <br /> b. Termination by Either Party. This agreement or its renewals may be terminated at any <br /> time without penalty by either party provided that the agreement is terminated upon <br /> delivery of written notice of termination furnished to the other party at least fourteen <br /> (14)days prior to termination. <br /> c. Other Termination. The University 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 University shall give the County fourteen <br /> (14)days written notice of its intent to terminate this Agreement for cause. <br /> d. Compensation After Termination. <br /> i) In the event of termination, the University shall be paid that portion of the fees and <br /> expenses that it has earned to the date of termination. <br /> ii) Should this Agreement be terminated, the University 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 University 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 /> Revised January 2017 5 <br /> (00046427.DOC) <br />