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10 <br /> 9.2.1 The Consultant may terminate this Agreement based upon the County's material <br /> breach of this Agreement; provided, the County has not taken all reasonable actions to remedy <br /> the breach. The Consultant shall give the County seven (7) days'prior written notice of its intent <br /> to terminate this Agreement for cause. <br /> 9.3 Compensation After Termination <br /> 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees <br /> and expenses that it has earned to the date of termination, less any costs or expenses incurred or <br /> anticipated to be incurred by the County due to errors or omissions of the Consultant. <br /> 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County <br /> within seven (7) days, at no additional cost, all Deliverables including any electronic data or files <br /> relating to the Project. <br /> 9.4 Waiver <br /> 9.4.1 The payment of any sums by the County under this Agreement or the failure of <br /> the County to require compliance by the Consultant with any provisions of this Agreement or the <br /> waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim <br /> for damages by the County for any breach of this Agreement or a waiver of any other required <br /> compliance with this Agreement. <br /> 9.5 Suspension <br /> 9.5.1 County may suspend the work at any time for County's convenience and <br /> without penalty to County upon three (3) days' notice to Consultant. Upon any suspension by <br /> County, Consultant shall discontinue the work and shall not resume the work until notified to <br /> proceed by County. <br /> ARTICLE 10 ADDITIONAL PROVISIONS <br /> 10.1 Relationship of Parties <br /> 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor <br /> any employee of the Consultant shall be deemed an officer, employee or agent of the County. <br /> Consultant's personnel shall not be employees of, or have any contractual relationship with the <br /> County. <br /> 10.2 Limitation and Assignment <br /> 10.2.1 The County and the Consultant each bind themselves, their successors, assigns <br /> and legal representatives to the terms of this Agreement. Neither the County nor the Consultant <br /> shall assign or transfer its interest in this Agreement without the written consent of the other. <br /> 10.3 Governing Law <br /> 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of <br /> respective parties hereunder shall be governed by the laws of the State of North Carolina. <br /> Revised 2/17 <br /> 6 <br />