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ii) Should this Agreement be terminated, the Provider shall deliver to the County <br /> within seven (7) days , at no additional cost, all deliverables including any <br /> electronic data or files relating to the Project. <br /> c . 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 /> d. 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 work on <br /> the 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-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 <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. By executing this Agreement Provider affirms that Provider and any <br /> subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br /> 64 of the North Carolina General Statutes . By executing this Agreement Provider <br /> certifies that Provider has not been identified, and has not utilized the services of any <br /> agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br /> G. S . 147- 86 . 58 . By executing this Agreement Provider certifies that Provider has not <br /> been identified, and has not utilized the services of any agent or subcontractor identified, <br /> on the list created by the State Treasurer pursuant to G. S . 14746 . 81 . <br /> c . Non-Discrimination. Provider shall at all times remain in compliance with all applicable <br /> local , state, and federal laws, rules , and regulations including but not limited to all state <br /> and federal non-discrimination laws , policies , rules , and regulations and the Orange <br /> County Non-Discrimination Policy and Orange County Living Wage Policy (each <br /> Orange County policy is incorporated herein by reference and may be viewed at <br /> http ://www. orangecountync. o�partments/purchasing_division/contracts .php . ) Any <br /> violation of the Orange County Non-Discrimination Policy is a breach of this Agreement <br /> and County may immediately terminate this Agreement without further obligation on the <br /> part of the County. This paragraph is not intended to limit and does not limit the <br /> definition of breach to discrimination. <br /> Revised 01 / 24 <br /> 5 <br />