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i <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 Party 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 Parry 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 Assignmen . 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 . 14746 . 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 />