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10 <br /> c . Compensation After Termination . <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, less any costs or expenses <br /> incurred or anticipated to be incurred by the County due to errors or omissions of <br /> the Provider. Upon request of the County, the Provider shall submit to County all <br /> relevant documentation, including but not limited to , job cost records , to support <br /> its claims for final compensation. <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the County <br /> within seven (7) business days , at no additional cost, all deliverables including any <br /> electronic data or files relating to the Project. <br /> d . Waiver. The payment of any sums by the County under this Agreement or the failure of <br /> the County to require compliance by the Provider with any provisions of this Agreement <br /> or the waiver by the County of any breach of this Agreement shall not constitute a <br /> waiver of any claim for damages by the County for any breach of this Agreement or a <br /> waiver of any other required compliance with this Agreement. <br /> e . Suspension . County may suspend the Basic Services and this Agreement at any time for <br /> County ' s convenience and without penalty to County upon three (3 ) business days ' <br /> notice to Provider. Upon any suspension by County, Provider shall discontinue the <br /> Basic Services and shall not resume the Basic Services until notified to proceed by <br /> 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 this Agreement. Neither the <br /> County nor the Provider shall assign or transfer its interest in this Agreement without the <br /> written consent of the other. There are no third-parry beneficiaries of this Agreement and <br /> nothing in this Agreement, express or implied, is intended to confer on any person other <br /> than the parties hereto (and their respective successors , heirs and permitted assigns) , any <br /> rights , remedies , or obligations . <br /> b . Governing. This Agreement and the duties , responsibilities , obligations and rights <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. <br /> c . Compliance with Laws . Provider shall at all times remain in compliance with all <br /> applicable local, state, and federal laws , rules , and regulations including but not limited <br /> to all state and federal anti -discrimination laws , policies , rules , and regulations and the <br /> Orange County Non-Discrimination Policy and Orange County Living Wage Policy <br /> (each Orange County policy is incorporated herein by reference and may be viewed at <br /> http : //www . oran eg counter og v/departments/purchasing division/contracts . php . ) Any <br /> violation of this requirement is a breach of this Agreement and County may immediately <br /> terminate this Agreement without further obligation on the part of the County . This <br /> paragraph is not intended to limit and does not limit the definition of breach to <br /> discrimination . By executing this Agreement Provider affirms that Provider and any <br /> Revised 01 / 24 6 <br />