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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 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 terminated 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 Agreements 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 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 /> 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 /> 9 <br />