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Innovation <br />4 <br />injury including death to any person or persons caused in whole or in part by the <br />negligence or misconduct of the Provider except to the extent same are caused by the <br />negligence or willful misconduct of the County. It is the intent of this provision to <br />require the Provider to indemnify the County to the fullest extent permitted under North <br />Carolina law. <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 />As per Clause 9 of Exhibit A and Exhibit B. Should this Agreement be terminated, the Provider <br />shall deliver to the County within seven (7) days, at no additional cost, all deliverables including <br />any electronic data or files relating to the Project. Additional costs may apply if Provider is <br />requested to provide the data in particular formats. <br /> <br />a. 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 Agreement <br />or the waiver by the County of any breach of this Agreement shall not constitute a <br />waiver of any claim for damages by the County for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <br /> <br />b. Suspension. County may suspend the Basic Services and this Agreement at any time for <br />County’s convenience and without penalty to County upon three (3) days’ notice to <br />Provider. Upon any suspension by County, Provider shall discontinue work on the Basic <br />Services and shall not resume the Basic Services until notified to proceed by County. <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 the <br />County nor the Provider shall assign or transfer its interest in this Agreement without the <br />written consent of the other except in the case of a corporate reorganization. <br /> <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. By executing this Agreement Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement Provider <br />certifies that Provider has not been identified, and has not utilized the services of any <br />agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not <br />been identified, and has not utilized the services of any agent or subcontractor identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.81. <br />DocuSign Envelope ID: F014C755-030D-478F-806C-6FB970D9CCD2