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4 <br /> <br />by the negligence or willful misconduct of the County. It is the intent of this provision to require the <br />Consultant to indemnify the County to the fullest extent permitted under North Carolina law. <br /> <br />ARTICLE 8 AMENDMENTS TO THE AGREEMENT <br /> <br /> 8.1 Changes in Basic Services <br /> <br /> 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in <br />duration of this Agreement shall be made by a written Amendment to this Agreement executed by the <br />County and the Consultant. The Consultant shall proceed to perform the Services required by the <br />Amendment only after receiving a fully executed Amendment from the County. <br /> <br />ARTICLE 9 TERMINATION <br /> <br /> 9.1 Termination for Convenience of the County <br /> <br /> 9.1.1 This Agreement may be terminated without cause by the County and for its convenience <br />upon seven (7) days prior written notice to the Consultant. <br /> <br /> 9.2 Other Termination <br /> <br /> 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach <br />of this Agreement; provided the County has not taken all reasonable actions to remedy the breach. The <br />Consultant shall give the County seven (7) days' prior written notice of its intent to terminate this <br />Agreement for cause. <br /> <br /> 9.3 Compensation After Termination <br /> <br /> 9.3.1 In the event of termination, the Consultant 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 incurred or anticipated <br />to be incurred by the County due to errors or omissions of the Consultant. <br /> <br />9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within <br />seven (7) days, at no additional cost, all Deliverables including any electronic data or files relating to the <br />Project. <br /> <br />9.4 Waiver <br /> <br />9.4.1 The payment of any sums by the County under this Agreement or the failure of the <br />County to require compliance by the Consultant with any provisions of this Agreement or the waiver by <br />the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by <br />the County for any breach of this Agreement or a waiver of any other required compliance with this <br />Agreement. <br /> <br />9.5 Suspension <br /> <br />DocuSign Envelope ID: D6562334-32FE-4433-A1AF-39F7CFBCF05F