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6 <br /> is the intent of this provision to require the Provider to indemnify the County to the <br /> fullest extent permitted under North Carolina law. <br /> 9. Amendments to the Agreement <br /> a. Changes in Services. Changes in the Services and entitlement to additional <br /> compensation or a change in duration of the Agreement shall be made by a written <br /> amendment to the Agreement executed by the County and the Provider. The Provider <br /> shall proceed to perform the Services required by the amendment only after receiving a <br /> fully executed amendment from the County. <br /> 10. Termination <br /> a. Termination for Convenience by either Party. The Agreement may be terminated, in <br /> whole or in part, without cause by either party for its convenience upon ninety (90) days <br /> prior written notice to the other party. <br /> b. Other Termination. The Provider may terminate the Agreement based upon the County's <br /> material breach of the Agreement; provided, the County has not taken all reasonable <br /> actions to remedy the breach. The Provider shall give the County thirty (30) days' prior <br /> written notice of its intent to terminate the Agreement for cause. Either party may <br /> terminate the Agreement upon notice to the other party that obligations pursuant to the <br /> Agreement are made impractical due to emergencies in Orange County or any other part <br /> of North Carolina due to events directly impacting Orange County including but not <br /> limited to pandemics. Both parties shall remain responsible for all payment and <br /> performance due up to the receipt of such notice. <br /> c. Compensation After Termination. <br /> In the event of termination, the Provider shall be paid that portion of the fees <br /> and expenses due pursuant to the Agreement up until the date of termination. <br /> d. Waiver. The payment of any sums by the County under the Agreement or the failure of <br /> the County to require compliance by the Provider with any provisions of the Agreement <br /> or the waiver by the County of any breach of the Agreement shall not constitute a waiver <br /> of any claim for damages by the County for any breach of the Agreement or a waiver of <br /> any other required compliance with the Agreement. <br /> e. Suspension. County may suspend the Services and the Agreement at any time for <br /> County's convenience and without penalty to County, except County shall pay travel <br /> expenses to Provider, if applicable, upon five (5) business days' notice to Provider. <br /> Upon any suspension by County, Provider shall discontinue the Services and shall not <br /> resume the Services until notified to proceed by County. <br /> 11. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of the Agreement. Neither the <br /> County nor the Provider shall assign or transfer its interest in this Agreement without the <br /> Revised 01/24 5 <br />