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3 <br />Rev 6/2020 <br />Provider an opportunity to cure the default without termination of this Agreement. This <br />clause shall not be interpreted to limit the County’s remedies in law or in equity. <br /> <br />c. Notwithstanding the foregoing, either party may terminate the agreement at any time <br />without penalty; provided that written notice of such termination is furnished to the other <br />party at least 30 days prior to termination. In the event of such termination, any payment <br />due shall be prorated to the date of termination and any unused funds shall be returned to <br />the County within 10 days of termination. <br /> <br />d. Any termination of this Agreement for default under this section that is later deemed to be <br />unjustified shall be deemed a termination for convenience. <br /> <br />6. Insurance. <br /> <br />a. General Requirements. The Provider shall purchase and maintain, during the period of <br />performance of this Agreement, adequate risk pool coverage for all activities being <br />performed by Provider under this Agreement, including worker’s compensation, <br />comprehensive general liability, comprehensive automobile liability coverage, and sexual <br />abuse/molestation coverage. <br /> <br />b. Provider will name County as a certificate holder for Provider’s member-funded risk <br />management program. <br /> <br />c. Nothing in this section is intended to affect or abrogate either the County or Orange County <br />Schools’ sovereign immunity defenses. <br /> <br />7. Relationship of the Parties. Provider is an independent contractor of the County. Provider <br />represents that they have or will secure, at his own expense, all personnel required in <br />performing the services under this Agreement. Such personnel shall not be employees or have <br />any contractual relationship with the County. All personnel engaged in work under this <br />Agreement shall be fully qualified and shall be authorized and permitted under federal, state <br />and local law to perform such services. <br /> <br />8. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws, <br />ordinances, orders and regulations of the federal, state or local governments, as well as their <br />respective departments, commissions, boards, and officers, which are in effect at the time of <br />execution of this Agreement or are adopted at any time following execution of this agreement. <br /> <br />9. Subcontract. The County and Provider deem the services provided under this Agreement to be <br />personal in nature and Provider may not subcontract any rights or duties under this Agreement <br />to any other party without prior written consent from the County. <br /> <br />10. Assignment. The Provider shall not assign this Agreement, including the rights to payment, to <br />any other party without the prior written consent of the County. <br /> <br />11. Indemnification. Each party shall hold the other harmless from all loss, liability, claims or <br />expense arising from bodily injury, including death or property damage, to any person or <br />persons caused in whole or in part by its own employees functioning under this Memorandum <br />of Agreement and shall bear responsibility for liability, claims or expenses arising from the acts <br />or omissions of the party's own personnel to the extent provided by North Carolina law. <br />Nothing in this section is intended to affect or abrogate the either Party’s sovereign immunity <br />defenses. <br />DocuSign Envelope ID: B184D16B-BF48-4A78-9278-BC0EB65E0C87