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9 <br /> UNC SOM # 18-1751.t029 <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' prior <br />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 within <br />seven (7) days, at no additional cost, all deliverables including any electronic data <br />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 Agreement <br />or the waiver by the County of any breach of this Agreement shall not constitute a waiver <br />of any claim for damages by the County for any breach of this Agreement or a waiver of <br />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 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. 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 /> <br /><br /> <br />    <br /><br />         DocuSign Envelope ID: 7B7892E5-236C-41E4-ABE3-1D6C8E0B195C