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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 ninety(90) days' prior written notice <br /> to the Provider. <br /> b. Termination by Either Party. This Agreement or its renewals may be terminated at any <br /> time without penalty by either party provided that the agreement is teiininated either: <br /> i) Upon failure of the parties to agree on a replacement Medical Director or <br /> replacement designated back-up Department physician pursuant to paragraph 6 of <br /> this agreement; or <br /> ii) Upon delivery of written notice of termination furnished to the other party at least <br /> ninety(90) days prior to termination. <br /> c. 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 ninety (90) days' <br /> prior written notice of its intent to terminate this Agreement for cause. <br /> d. Compensation After Termination. <br /> i) In the event of tennination, 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 /> e. 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 /> 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 <br /> the County nor the Provider shall assign or transfer its interest in this Agreement <br /> without the written consent of 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. By executing this Agreement Provider affirms that Provider and any <br /> subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br /> 9 <br />