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a . Indemnity . The Provider agrees , without limitation, to defend, indemnify and hold <br /> harmless the County from all loss , liability , claims or expense , including attorney ' s fees , <br /> arising out of or related to the Project and arising from property damage or bodily injury <br /> including death to any person or persons caused in whole or in part by the negligence or <br /> misconduct of the Provider except to the extent same are caused by the negligence or <br /> willful misconduct of the County . It is the intent of this provision to require the Provider <br /> to indemnify the County to the fullest extent permitted under North Carolina law . <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 for Convenience of the County . This Agreement may be terminated without <br /> cause by the County and for its convenience upon seven ( 7 ) days ' prior written notice to <br /> the Provider . <br /> 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 seven ( 7 ) 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 /> e incurred by the County due to errors or omissions of <br /> incurred or anticipated to b <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 /> e . Suspension . County may suspend the Basic Services and this Agreement at any time for <br /> County ' s convenience and without penalty to County upon three ( 3 ) days ' notice to <br /> Provider . Upon any suspension by County , Provider shall discontinue work on the Basic <br /> Services and shall not resume the Basic Services until notified to proceed by County . <br /> Revised 12 / 18 <br /> 4 <br />