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5 <br />or otherwise, the injured party shall have the right to terminate any SOW(s) impacted by such <br />breach without any charge or liability, at any time thereafter.. <br />c. Compensation After Termination. <br />i. In the event of termination, the Contractor 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 incurred <br />or anticipated to be incurred by the County due to errors or omissions of the Contractor. <br />ii. Should this Agreement be terminated, the Contractor 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 Contractor 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 claim <br />for damages by the County for any breach of this Agreement or a waiver of any other required <br />compliance with this Agreement. <br />e. Suspension. County may suspend the Basic Equipment and Services and this Agreement at any <br />time for County’s convenience and without penalty to County upon three (3) days’ notice to <br />Contractor. Upon any suspension by County, Contractor shall discontinue work on the Basic <br />Equipment Services and shall not resume the Basic Equipment and Services until notified to <br />proceed by County. <br />11. Limitation on Liability <br />a. No consequential damages: in no event will Delerrok or its licensors, resellers, suppliers or <br />agents be liable for (i) any costs of procurement of substitute or replacement goods of a third <br />party, software and services of a third party, loss of profits, loss of use, loss of or corruption to <br />data, agency data, business interruption, loss of production, loss of revenues, loss of contracts, <br />loss of goodwill, or anticipated savings or wasted management and staff time; or (ii) for any <br />consequential, indirect, special, punitive, or incidental damages or lost profits, whether <br />foreseeable or unforeseeable, based on agency’s claims arising out of breach or failure of <br />express or implied warranty, or otherwise, in contract, negligence, strict liability in tort or <br />otherwise. <br />b. In no event, will the aggregate liability which Delerrok or its licensors, resellers, suppliers or <br />agents may incur in any action or proceeding exceed the total amount actually paid by agency <br />for the specific equipment, TouchPass Hosted Services or software that directly caused the <br />damage prior to such claim. This section will not apply only when and to the extent that <br />applicable law specifically requires liability, despite the foregoing exclusion and limitation. <br />12. Additional Provisions <br />a. Limitation and Assignment. The County and the Contractor each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. In the event that <br />the County or the Contractor assigns or transfer its interest in this Agreement, the Party <br />DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51