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Revised 06/21 <br />5 <br /> <br /> <br />UNC SOM # 23-0415.t001 <br /> <br />obligations. <br /> <br />c. 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 and any costs incurred by <br />Provider due to the early termination. Upon request of the County, the Provider shall <br />submit to County all relevant documentation, including but not limited to, job cost <br />records, to support its claims for final compensation. <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 Services. <br /> <br />9. Additional Provisions <br /> <br />a. Amendments to the Agreement. <br /> <br />i) Changes in Services. Changes in the 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 <br />Provider shall proceed to perform the Services required by the Amendment only after <br />receiving a fully executed Amendment from the County. <br /> <br />ii) Suspension. Either Party may suspend the Services and this Agreement at any time <br />for the Party’s convenience and without penalty upon three (3) days’ notice to the <br />other Party. Upon any suspension by County, Provider shall discontinue work on the <br />Services and shall not resume the Services until notified to proceed by County. <br /> <br />b. Waiver. The payment of any sums by the County under this Agreement or the failure of <br />either Party to require compliance with any provisions of this Agreement or the waiver by <br />either Party of any breach of this Agreement shall not constitute a waiver of any claim for <br />damages by the Parties for any breach of this Agreement or a waiver of any other required <br />compliance with this Agreement. <br /> <br />c. Assignment. Provider shall not, except as otherwise provided for in this Agreement, <br />subcontract the performance of any work under this Agreement without prior written <br />permission of the County. No permission for subcontracting shall create, between the <br />County and the subcontractor, any contract or any other relationship unless expressly <br />permitted. <br /> <br />d. Status of Parties. Provider is an independent contractor of County. Any and all employees <br />of the Provider engaged by the Provider in the performance of any work or Services <br />required of the Provider under this Agreement, shall be considered employees or agents <br />of the Provider only and not of the County. <br /> <br />e. Order of Precedence. In determining the Services to be provided, should any documents <br />be referenced in this Agreement, the terms of this Agreement shall have priority in any <br />conflict between the terms of referenced documents and the terms of this Agreement. <br />DocuSign Envelope ID: 6FE6B3BD-F0C0-4302-AF2D-01B121BD67E9