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9 <br />UNC SOM #18-1751.t031 <br /> <br />9. Amendments to the Agreement <br /> <br />a. Changes in Services. Changes in the Services and entitlement to additional compensation <br />or a change in duration of this Agreement shall be made by a written amendment to this <br />Agreement executed by the County and the Provider. The Provider shall proceed to <br />perform the Services required by the amendment only after receiving a fully executed <br />amendment from the County. <br /> <br />10. Termination <br />a. Termination for Convenience. Either party may terminate this Agreement at any time, <br /> <br /> <br />b. This Agreement or its renewals may be terminated upon failure of the parties to agree on <br />a replacement Medical Director or replacement designated back-up Department <br />physician pursuant to paragraph 6 of this Agreement. <br /> <br />c. Other Termination. Either party may terminate this Agreement due to a material breach <br />of any term or provision of this Agreement by the other party upon written notice of such <br />breach to the breaching party, and the failure of the breaching party to cure such breach <br />within thirty (30) days of receiving such written notice. However, if such breach is of <br />such character as to reasonably require more than thirty (30) days to cure, this Agreement <br />may only be terminated if the breaching party fails to commence action within such thirty <br />(30) days or, after commencing corrective action, fails to use reasonable diligence to cure <br />the breach. <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 in accordance with Section <br />5.c. <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 property, <br />electronic data or files relating to the Services. <br /> <br />e. Waiver. The payment or receipt of any sums by a party under this Agreement or the <br />failure of a party to require compliance by the other party with any provisions of this <br />Agreement or the waiver by a party of any breach of this Agreement shall not constitute a <br />waiver of any claim for damages by the other party for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <br /> <br />f. Suspension. County may suspend the Services and this Agreement at any time for <br />fourteen (14 <br />Provider. 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 />Docusign Envelope ID: 2A8CB1FE-65D1-4990-B026-DD79D59E34FF