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DocuSign Envelope ID:310A4076-3F71-410D-97E4-ED2CCF234171 <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 Services 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 impractical 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 /> and for any parts, labor, and travel charges, required to maintain equipment, <br /> exceeding that already paid during the Agreement. In the event County has pre-paid <br /> FINAL-SYK(Med)Orange County(NC)Srvc Agrat(10-9-2020) <br /> 4 <br />