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FINAL-SYK (Med) Orange County (NC) Srvc Agmt (10-9-2020) <br />4 <br />8.Indemnity <br />a.Indemnity. Provider shall indemnify and hold harmless County from any loss or damage <br />brought by a third party which County may suffer directly as a result of the negligence or <br />willful misconduct of Provider or its employees or agents in the course of providing the <br />services. The foregoing indemnification will not apply to any liability arising from: (i) an <br />injury or damage due to the negligence of any person other than Provider’s employee or <br />agent; (ii) the failure of any person other than Provider’s employee or agent to follow any <br />instructions outlined in the labeling, manual, and/or instructions for use of the equipment; <br />(iii) the use of any equipment or part not purchased from Provider or any equipment or <br />any part thereof that has been modified, altered or repaired by any person other than <br />Provider’s employee or agent; or (iv) any actions taken or omissions made by any Provider <br />employee while under the direction or control of County’s staff. To the extent permitted <br />by North Carolina or local laws or regulations, County agrees to hold Provider harmless <br />from and indemnify Provider for any claims or losses or injuries arising from (i)-(iv) above <br />resulting from County’s or its employees’ or agents’ actions. <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 Se rvices 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 sixty (60) 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 cured the breach within <br />thirty (30) days after the Provider has provided the County with written notice thereof, <br />which describes the nature of the breach in reasonable detail. The Provider shall give the <br />County seven (7) days' prior written notice of its intent to terminate this Agreement for <br />cause. Either party may terminate this Agreement upon notice to the other party that <br />obligations pursuant to this Agreement are made im practical due to declarations of <br />emergency by Orange County or by North Carolina due to events directly impacting <br />Orange County. Both parties shall remain responsible for all payment and performance <br />due up to the receipt of such notice, but shall have no further obligation or responsibility <br />beyond that date provided the terminating party has taken all reasonable steps to complete <br />the performance of its obligations. <br />c.Compensation After Termination. <br />i)In the event of termination, during or before the expiration date of the Agreement, <br />County will owe for the months covered up to the cancellation date of the Agreement <br />DocuSign Envelope ID: 8D5B5CDB-5070-41FF-873E-BAD6E91571E0