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9 <br />UNC SOM #18-1751.t032 <br />to the extent permitted by the North Carolina Tort Claims Act, and without waiver of <br />sovereign immunity. It is the intent of this provision to require the Provider to indemnify <br />the County to the fullest extent permitted under North Carolina law. <br /> <br />b. The County will be responsible for the negligence of its employees and agents to the extent <br />permitted by the North Carolina Tort Claims Act, and without waiver of sovereign <br />immunity. It is the intent of this provision to require the County to indemnify the <br />University to the 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 compensation <br />or a change in duration of this Agreement shall be made by a written amendment to this <br />Agreement executed by the County and the Provider. The Provider shall proceed to <br />perform the Services required by the amendment only after receiving a fully executed <br />amendment from the County. <br />10. Termination <br />a. Termination for Convenience. Either party may terminate this Agreement at any time, <br /> <br />b. This Agreement or its renewals may be terminated upon failure of the parties to agree on <br />a replacement Medical Director or replacement designated back-up Department <br />physician pursuant to paragraph 6 of this Agreement. <br />c. Other Termination. Either party may terminate this Agreement due to a material breach <br />of any term or provision of this Agreement by the other party upon written notice of such <br />breach to the breaching party, and the failure of the breaching party to cure such breach <br />within thirty (30) days of receiving such written notice. However, if such breach is of <br />such character as to reasonably require more than thirty (30) days to cure, this Agreement <br />may only be terminated if the breaching party fails to commence action within such thirty <br />(30) days or, after commencing corrective action, fails to use reasonable diligence to cure <br />the breach. <br />d. 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 in accordance with Section <br />5.c. <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 property, <br />electronic data or files relating to the Services. <br />e. Waiver. The payment or receipt of any sums by a party under this Agreement or the <br />failure of a party to require compliance by the other party with any provisions of this <br />Agreement or the waiver by a party of any breach of this Agreement shall not constitute a <br />waiver of any claim for damages by the other party for any breach of this Agreement or a <br />Docusign Envelope ID: 579DB095-5AE0-496E-B369-DA1A2CF55A1A