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SECTION SEVEN <br /> TERM AND TERMINATION <br /> Unless sooner terminated , the Contract shall remain in force until June 30 , <br /> 2020 . The Contract may then be negotiated and renewed by written agreement of <br /> the parties annually . The Contract may be terminated as follows : <br /> a . By mutual written consent of the parties <br /> b . By either party upon sixty days ' prior written notice to the other ; <br /> c . By either party upon the other party ' s material breach of any obligations <br /> under the Contract , and the breach is not cured within a reasonable time ; <br /> d . By contractor upon dissolution , bankruptcy , sale of substantially all of <br /> the assets , or a change of managing control of Orange County , or if Orange <br /> County ceases to engage in the business of providing senior center <br /> services ; or <br /> e . By Contractor if the practice is no longer located at the address set <br /> forth in the Recital A above . <br /> Upon termination of the Contract , Orange County will provide Contractor a full <br /> accounting of and settle all accounts with Contractor . All clinical records <br /> ( including but not limited to paper charts and copies of any clinical electronic <br /> files related to Contractor ' s clients and practice ) shall remain the property of <br /> Contractor . However , accounting records and copies of all electronic files will <br /> remain the property of Orange County , as is required for appropriate facility <br /> operation , handling of records requests , tax preparation , processing of <br /> insurance claims , and participation in facility provider network audits . <br /> SECTION EIGHT <br /> MISCELLANEOUS <br /> The Contract constitutes the entire agreement between Orange County and <br /> Contractor with respect to the subject matter in the Contract and supersedes all <br /> prior discussions , communications , understandings , and agreements , whether oral <br /> or written . <br /> The Contract may not be amended , nor modified except in writing duly executed by <br /> both Orange County and Contractor . <br /> Neither Orange County nor Contractor may assign , in whole or in part , the <br /> Contract or any of their respective rights or obligations under the Contract , <br /> without the prior written consent of the other party . <br /> The Contract may be executed in several counterparts , each of which will be <br /> deemed an original , and all of which will constitute one and the same <br /> I <br /> nstrument . <br />