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Revised 10/17 <br />4 <br />Manager. <br /> <br />8. Indemnity <br /> <br />a. Indemnity. The Provider agrees to defend, indemnify, and hold harmless Orange County <br />from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including <br />reasonable attorney's fees) arising from bodily injury, including death, to any person or <br />persons or damage to or destruction of any property caused in whole or in part by any <br />negligent or intentional act or omission on the part of the Provider, its agents, or assigns <br />directly or indirectly related to the Services to be performed pursuant to this Agreement <br />on the part of the Provider. County acknowledges that it, and not Provider, is a <br />professional health care provider. The County agrees to defend, indemnify and hold <br />harmless to the extent provided by North Carolina law Provider from any claims, <br />including claims of third parties, based on medical malpractice or negligence of the <br />County (or its physicians, employee, independent contractors, etc.). <br /> <br /> <br />9. Amendments to the Agreement <br /> <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 /> <br />10. Termination <br /> <br />a. Termination. This Agreement may be terminated at any time by mutual written <br />agreement of the parties or by the County upon written notice to the Provider. County <br />may suspend this Agreement upon reasonable notice to the Provider. Upon termination <br />of the Agreement, County will immediately stop using the Services and will remove the <br />Stratus software for all County owned devices. Additionally, County hereby authorizes <br />Provider to disable all Stratus accounts, software, and access to Stratus services. In such <br />event, to the extent allowed by North Carolina law, Provider will not be liable to County <br />for damages of any kind (whether actual, incidental, or consequential, including lost <br />profits and lost revenues) arising out of or related to the loss of use of the Services of the <br />Stratus software. The County will return to the Provider all Provider-owned equipment. <br /> <br />b. 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 due 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 />DocuSign Envelope ID: 6539CBF5-3895-475B-A6D9-B153787E5FA5