Orange County NC Website
Browse       Search
DocuSign Envelope ID:76CF67A5-DD8E-4775-9AF0-37013D3CD9D1 <br /> a. Indemnity. To the extent authorized by North Carolina law, the Provider agrees, without <br /> limitation, to defend, indemnify and hold harmless the County from all loss, liability, <br /> claims or expense, including reasonable attorney's fees, arising out of or related to third <br /> party claims arising from (i) an allegation that the Services infringe upon a third party's <br /> patent, copyright or trademark; or (ii) real or tangible personal property damage or bodily <br /> injury including death to any person or persons caused in whole or in part by the negligence <br /> or 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 <br /> County's material breach of this Agreement; provided, the County has not taken all <br /> reasonable actions to remedy the breach. The Provider shall give the County seven (7) <br /> days'prior written notice of its intent to terminate this Agreement for cause. Either party <br /> may terminate this Agreement upon notice to the other party that obligations pursuant to <br /> this Agreement are made impractical due to declarations of emergency by Orange <br /> County or by North Carolina due to events directly impacting Orange County. Both <br /> parties shall remain responsible for all payment and performance due and/or committed <br /> (pursuant to Section 10(c) below) up to the receipt of such notice, but shall have no <br /> further obligation or responsibility beyond that date provided the terminating party has <br /> taken all reasonable steps to complete the performance of its obligations. <br /> C. Compensation After Termination. <br /> i) In the event of termination,the Provider shall be paid all fees and expenses that it has <br /> earned or that were committed to prior to the date of termination, less any costs or <br /> expenses incurred or anticipated to be incurred by the County due to errors or omissions <br /> of the Provider. By way of example, if the County has committed to a one year term, the <br /> County shall be responsible for payment of subscription fees associated with such one <br /> year term, even if termination occurs early. <br />