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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 />10.Termination <br />a.Termination for Convenience of the County. This Agreement may be terminated without <br />cause by the Countyand for its convenience upon seven (7) days prior written notice to <br />the Provider. <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 />c.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. <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 />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 damagesby the County for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <br />e.Suspension. Countymay suspend the Basic Services and this Agreementat any time for <br />County’s convenience and without penalty to Countyupon three (3) days’ notice to <br />Provider. Upon any suspension by County, Providershall discontinue the Basic <br />Servicesand shall not resume the Basic Servicesuntil notified to proceed by County. <br />11.Additional Provisions <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 the <br />County nor the Provider shall assign or transfer its interest in this Agreement without the <br />written consentof the other. <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. <br />Revised 10/17 5 <br />DocuSign Envelope ID: E85652A2-D11A-4BD6-9E0F-03FE9C50F4EC