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{00122783.DOCX 3}Rev. 9/2021 <br />11. Termination <br /> <br />a. Termination for Convenience. This Agreement and any renewals of this Agreement may <br />be terminated without cause by either party and for its convenience upon sixty (60) days’ <br />prior written notice to the other party. <br /> <br />b. 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. In addition to such amounts earned as of the date of termination, if <br />OCHD terminates this Agreement pursuant to this Section 11, then OCHD shall <br />pay to School one half of the remaining fee for the remainder of the term. <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 Services. <br /> <br />c. 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 />12. 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. <br /> <br />b. Governing Law and Priority. This Agreement and the duties, responsibilities, obligations <br />and rights of respective parties hereunder shall be governed by the laws of the State of <br />North Carolina. 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. 147-86.58. By executing this <br />Agreement Provider certifies that Provider has not been identified, and has not utilized <br />the services of any agent or subcontractor identified, on the list created b y the State <br />Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms <br />Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North <br />Carolina General Statutes. In determining the basic services to be provided, should any <br />documents be referenced in or attached to this Agreement, the terms herein shall have <br />priority in any conflict between the terms of referenced documents and the terms of this <br />Agreement. <br /> <br />c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br />with respect to any provision of, or the performance or non-performance of, this <br />Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br />Orange County, North Carolina. It is agreed by the parties that no other court shall have <br />DocuSign Envelope ID: D2373868-AC3E-4CAB-AB15-9C0E068BC828DocuSign Envelope ID: 8E934AAF-CB04-4BC8-BE84-47915389317B