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3 <br /> <br /> <br />UNC SOM # 25-0153 <br /> <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 by the Provider <br />prior to, and as a result of, an early termination. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon the County's <br />material breach of this Agreement; provided, that 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 />expenses that it has earned to the date of termination and any costs incurred by <br />Provider due to the early termination. <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 />9. Additional Provisions <br /> <br />a. Amendments to the Agreement. <br /> <br />Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6