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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 . Upon request of the County, <br /> the Provider shall submit to County all relevant documentation, including but not <br /> limited to, job cost records , to support its claims for final compensation . (Rev . 5 - 6 - <br /> 25) <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 /> 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 waiver <br /> of any claim for damages by the County for any breach of this Agreement or a waiver of <br /> any other required compliance with this Agreement. The failure of the Provider to require <br /> compliance by the County with any provisions of this Agreement or the waiver by the <br /> Provider of any breach of this Agreement shall not constitute a waiver of any claim for <br /> damages by Provider for any breach of this Agreement or a waiver of any other required <br /> compliance with this Agreement . (Rev. 5 -6-25 ) <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 ) days ' notice to <br /> Provider . Upon any suspension by County, Provider shall discontinue the Basic Services <br /> and shall not resume the Basic 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 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-party 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 Law. This Agreement and the duties , responsibilities, obligations and rights of <br /> respective parties hereunder shall be governed by the laws of the State of North 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 to <br /> 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 (each <br /> Orange County policy is incorporated herein by reference) Any violation of this <br /> requirement is a breach of this Agreement and County may immediately terminate this <br /> Agreement without further obligation on the part of the County . This paragraph is not <br /> intended to limit and does not limit the definition of breach to discrimination . By <br /> Revised 01 / 24 6 <br />