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9 <br /> <br />9. Amendments to the Agreement <br /> <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 /> <br />10. Termination <br /> <br />a. Termination for Convenience of the County. This Agreement may be terminated without <br />cause by the County and for its convenience upon ninety (90) days’ prior written notice <br />to the Provider. <br /> <br />b. Termination by Either Party. This Agreement or its renewals may be terminated at any <br />time without penalty by either party provided that the agreement is terminated either: <br /> <br />i) Upon failure of the parties to agree on a replacement Medical Director or <br />replacement designated back-up Department physician pursuant to paragraph 6 of <br />this agreement; or <br />ii) Upon delivery of written notice of termination furnished to the other party at least <br />ninety (90) days prior to termination. <br /> <br />c. 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 <br />actions to remedy the breach. The Provider shall give the County ninety (90) days' <br />prior written notice of its intent to terminate this Agreement for cause. <br /> <br />d. Compensation After Termination. <br /> <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 <br />the Provider. <br /> <br />ii) Should this Agreement be terminated, the Provider shall deliver to the County <br />within seven (7) days, at no additional cost, all deliverables including any <br />electronic data or files relating to the Project. <br /> <br />e. Waiver. The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Provider with any provisions of this <br />Agreement or the waiver by the County of any breach of this Agreement shall not <br />constitute a waiver of any claim for damages by the County for any breach of this <br />Agreement or a waiver of any other required compliance with this Agreement. <br /> <br />11. Additional Provisions <br /> <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 <br /> UNC SOM #18-1751.t027DocuSign Envelope ID: 35CF0D44-9F21-47B7-A1C3-309059023B95