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DocuSign Envelope ID: C5D7A09B -E62C- 4706- B97F- 522235BC2DD9 <br />It is the intent of this provision to require the Provider to indemnify the County to the <br />fullest extent permitted under North Carolina law. <br />b. Limitation of Liability. Notwithstanding anything to the contrary and to the extent not <br />otherwise prohibited by law, (a) Provider shall not be liable for any special, indirect, <br />incidental, consequential, exemplary or punitive damages, loss of profits or revenue, or <br />loss of use even if informed of the possibility of such damages, (b) Provider shall not be <br />liable for any loss or damage to or for the repair, replacement or restoration of any <br />materials placed in any Equipment or otherwise submitted for destruction in connection <br />with any service rendered by Provider to County, and (c) the aggregate liability, if any, <br />of Provider shall be limited to the total amount of fees that County has paid to Provider <br />under this Agreement during the twelve (12) month period prior to the alleged liability <br />or breach by Provider. <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 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 />b. In order to be effective, any modification to this Agreement must be in writing and fully <br />executed by both parties. <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. <br />b. Other Termination. Either party may terminate this Agreement based upon the the other <br />party's material breach of this Agreement; provided, the breaching party has not taken all <br />reasonable actions to remedy the breach within thirty days of receiving notice of such <br />breach. The Provider shall give the County seven (7) days' prior written notice of its <br />intent to terminate this Agreement for cause. <br />Compensation After Termination or Expiration. <br />i) Upon termination or expiration of this Agreement, County shall pay Provider all <br />amounts due for Services performed in accordance with this Agreement through <br />the date of such termination or expiration.In the event of termination, the Provider <br />shall be paid that portion of the fees and expenses that it has earned to the date of <br />termination, less any costs or expenses incurred or anticipated to be incurred by the <br />County due to errors or omissions of the Provider. <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 />Revised 10/17 <br />