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Revised 10/17 <br />5 <br />10. Termination <br /> <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 <br />to the Provider. <br /> <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 /> <br />c. Compensation After Termination. <br /> <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 du e to errors or omissions of <br />the Provider. <br /> <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. <br /> <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 <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 /> <br />e. Suspension. County may suspend the Basic Services and this Agreement at any time <br />for County’s convenience and without penalty to County upon three (3) days’ notice to <br />Provider. Upon any suspension by County, Provider shall discontinue work on the <br />Basic Services and shall not resume the Basic Services until notified to proceed by <br />County. <br /> <br />11. Additional Provisions <br /> <br />a. Limitation and Assignment. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither <br />the County nor the Provider shall assign or transfer its interest in this Agreement <br />without the written consent of the other. <br /> <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. By executing this Agreement Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of <br />Chapter 64 of the North Carolina General Statutes. By executing this Agreement <br />Provider certifies that Provider has not been identified, and has not utilized the services <br />of any agent or subcontractor identified, on the list created by the State Treasurer <br />pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that <br />DocuSign Envelope ID: B7DABF9A-D92E-48BA-BC0B-AFFC399D4D85