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DocuSign Envelope ID:6F1378EE-84DB-45B0-90DE-C39BA2077B34 <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 shall <br /> proceed to perform the Services required by the Amendment only after receiving a fully <br /> 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 the <br /> Provider. Termination of this Contract, under Section 10, shall not form the basis of any <br /> claim for anticipated profits by either party. <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 actions <br /> to remedy the breach. The Provider shall give the County seven(7)days'prior written notice <br /> 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 the <br /> Provider. <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the County within <br /> seven (7) days, at no additional cost, all deliverables including any electronic data or <br /> files relating to the Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of the <br /> County to require compliance by the Provider with any provisions of this Agreement or the <br /> waiver by the County of any breach of this Agreement shall not constitute a waiver of any <br /> claim for damages by the County for any breach of this Agreement or a waiver of any other <br /> 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 Provider. <br /> Upon any suspension by County, Provider shall discontinue work on the Basic Services and <br /> shall not resume the Basic Services until notified to proceed by County. <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 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. This Agreement and the duties, responsibilities, obligations and rights of <br /> respective parties hereunder shall be governed by the laws of the State of North Carolina. <br /> 5 <br />