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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 thirty ( 30 ) 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 damages by the County for any breach of this Agreement or a <br /> waiver of any other required compliance with this Agreement . <br /> 12 . 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 consent of the other . <br /> b . Governing Law and Priority . This Agreement and the duties , responsibilities , obligations <br /> and rights of respective parties hereunder shall be governed by the laws of the State of <br /> North Carolina . By executing this Agreement Provider certifies that Provider has not <br /> been identified , and has not utilized the services of any agent or subcontractor identified, <br /> on the list created by the State Treasurer pursuant to G . S . 147 - 86 . 58 . By executing this <br /> Agreement Provider certifies that Provider has not been identified , and has not utilized <br /> the services of any agent or subcontractor identified , on the list created by the State <br /> Treasurer pursuant to G . S . 147 - 86 . 81 . By executing this Agreement Provider affirms <br /> Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North <br /> Carolina General Statutes . In determining the basic services to be provided , should any <br /> documents be referenced in or attached to this Agreement , the terms herein shall have <br /> priority in any conflict between the terms of referenced documents and the terms of this <br /> Agreement . <br /> c . Dispute Resolution . Any and all suits or actions to enforce , interpret or seek damages <br /> with respect to any provision of, or the performance or non -performance of, this <br /> Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br /> Orange County , North Carolina . It is agreed by the parties that no other court shall have <br /> jurisdiction or venue with respect to such suits or actions . The Parties may agree to <br /> nonbinding mediation of any dispute prior to the bringing of such suit or action . <br /> Rev . 6 / 19 <br />