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DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 <br />requirements are described in the Orange County Risk Transfer Policy and Orange County <br />Minimum Insurance Coverage Requirements (each document is incorporated herein by <br />reference and may be viewed at <br />http: / /www.orangecountync.gov /departments /purchasing division /contracts.php). If County's <br />Risk Manager determines additional insurance coverage is required such additional insurance <br />shall consist of N/A (if no additional insurance required mark N/A as being not applicable). <br />Provider shall not commence work until such insurance is in effect and certification thereof has <br />been received by the County's Risk Manager. <br />a. 8. Indemnity <br />a. a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold <br />harmless the County from all loss, liability, claims or expense, including attorney's fees, arising <br />out of or related to third party claims arising from (i) an allegation that the Services infringe upon <br />a third party's patent, copyright or trademark; or (ii) real or tangible personal property damage or <br />bodily injury including death to any person or persons caused in whole or in part by the negligence <br />or misconduct of the Provider except to the extent same are caused by the negligence or willful <br />misconduct of the County. It is the intent of this provision to require the Provider to indemnify <br />the County to the fullest extent permitted under North Carolina law. <br />a. 9. Amendments to the Agreement <br />a. 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 Amendment <br />to this Agreement executed by the County and the Provider. The Provider shall proceed to <br />perform the Services required by the Amendment only after receiving a fully executed <br />Amendment from the County. <br />a. 10. Termination <br />a. a. Termination for Convenience of the County. This Agreement may be terminated without <br />cause by the County and for its convenience upon seven (7) days' prior written notice to the <br />Provider. <br />a. b. Other Termination. The Provider may terminate this Agreement based upon the County's <br />material breach of this Agreement; provided, the County has not taken all reasonable actions to <br />remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its <br />intent to terminate this Agreement for cause. <br />a. c. Compensation After Termination. <br />i. i) In the event of termination, the Provider shall be paid all fees and expenses that it has <br />earned or that were committed to prior 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 the <br />Provider. By way of example, if the County has committed to a one year term, the County <br />