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DocuSign Envelope ID:06D16954-FCBO-4D8A-A85B-422F2092248A <br /> Manager. <br /> 8. Indemnity <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 /> 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 /> 10. Termination <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 /> b. 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 /> Revised 6/19 <br /> 4 <br />