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7 <br /> responsibility beyond that date provided the terminating party has taken all reasonable <br /> steps to complete the performance of its obligations. <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. 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. <br /> 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 /> iii) County will not be entitled to a refund or offset of previously paid, but unused <br /> SaaS Fees. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br /> either Parry to require compliance by the other Party with any provisions of this <br /> Agreement or the waiver by either Party of any breach of this Agreement shall not <br /> constitute a waiver of any claim for damages by either Party for any breach of this <br /> Agreement or a 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) days' notice to <br /> Provider. Upon any suspension by County, Provider shall discontinue work on the Basic <br /> Services 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, provided, however, the County's consent is not required for <br /> an assignment by the Provider as a result of a corporate reorganization, merger, <br /> acquisition, or purchase of substantially all of the Provider's assets. There are no third- <br /> party beneficiaries of this Agreement and nothing in this Agreement, express or implied, <br /> is intended to confer on any person other than the parties hereto (and their respective <br /> successors, heirs and permitted assigns), any 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 /> Revised 01/24 VENDOR EDITS v4 <br /> 5 <br />