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DocuSign Envelope ID: D329DEE1- 1083 - 4935- A32C- FCOODAA234AC <br />the County. It is the intent of this provision to require the Provider to indemnify the <br />County to the fullest extent permitted under North Carolina law. <br />9. Amendments to the Agreement <br />a. Chan;;es 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 Provider. The Provider <br />shall proceed to perform the Services required by the Amendment only after receiving a <br />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 seven (7) days prior written notice to <br />the Provider, subject to Attachment "A" reference line #2801 through line #2806. <br />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 <br />actions to remedy the breach. The Provider shall give the County seven (7) days' prior <br />written notice of its intent to terminate this Agreement for cause. <br />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 and subject to "Attachment A" reference line #2801 through Line <br />#2806. <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 as outlined in this agreement under <br />"Compensation Item d ". <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 />e. Suspension. County may suspend the Basic Services and this Agreement at any time for <br />County's convenience and without penalty to County upon three (3) days' notice to <br />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. In <br />the event that "Suspension" is requested, the Provider shall invoice the County for all <br />