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4 <br /> <br /> <br />UNC SOM # 23-0415.t002 <br /> <br /> <br />mailbox, its services, network, supporting databases and underlying technical platforms. <br />The County shall provide support for any issues related to this County mailbox and this <br />email system that may arise during the term of this Agreement. <br /> <br />6. Insurance <br /> <br /> General Requirements. The nature and extent of Provider’s insurance coverage is described <br /> on the Certificate of Coverage from the North Carolina Department of Insurance, Risk <br /> Management Division which shall be provided upon request. <br /> <br />7. Indemnity <br /> <br />a. To the extent authorized by North Carolina law and in accordance with the North Carolina <br />Tort Claims Act, the Provider agrees, without waiver of sovereign immunity, to defend, <br />indemnify and hold harmless the County from all loss, liability, claims or expense, <br />including attorney's fees, arising out of or related to the Services and arising from property <br />damage or bodily injury including death to any person or persons caused in whole or in <br />part by the negligence or misconduct of the Provider. 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 />b. To the extent authorized by North Carolina law and in accordance with the North Carolina <br />Tort Claims Act, the County agrees to defend, indemnify and hold harmless the Provider <br />from all loss, liability, claims or expense, including attorney's fees, arising out of or related <br />to the Services and arising from property damage or bodily injury including death to any <br />person or persons caused in whole or in part by the negligence or misconduct of the <br />County. It is the intent of this provision to require the County to indemnify the Provider <br />to the fullest extent permitted under North Carolina law. <br /> <br />8. Termination <br /> <br />a. Termination for Convenience. This Agreement may be terminated without cause by either <br />Party and for the terminating Party’s convenience upon fourteen (14) days’ prior written <br />notice to the other Party. County shall be responsible for all costs incurred prior to, and as <br />a result of an early termination, by Provider. <br /> <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 taken all reasonable <br />actions to remedy the breach. The Provider shall give the County seven (7) days' prior <br />written notice of its intent to terminate this Agreement for cause. Either party may <br />terminate this Agreement upon notice to the other party that obligations pursuant to this <br />Agreement are made impractical due to declarations of emergency by Orange County or <br />by North Carolina due to events directly impacting Orange County. Both Parties shall <br />remain responsible for all payment and performance due up to the receipt of such notice <br />but shall have no further obligation or responsibility beyond that date provided the <br />terminating party has taken all reasonable steps to complete the performance of its <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 />DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5