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Revised 01/24 Vendor 8/25 <br />5 <br />terminating party has taken all reasonable steps to complete the performance of its <br />obligations. <br /> <br />c. Compensation After Termination. <br /> <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, less any costs or expenses <br />incurred or anticipated to be incurred by the County due to errors or omissions of <br />the Provider. Upon request of the County, the Provider shall submit to County all <br />relevant documentation, including but not limited to, job cost records, to support its <br />claims for final compensation. <br />ii) At any time during the term of the applicable agreement, County will have the ability <br />to download the website graphic designs, Services content, module content, <br />importable/exportable data, and archived information ("County Content") and <br />export the data that is processed through the Services (“County Data”). County may <br />request Provider to perform the export of County Data and provide the County Data <br />to County in a commonly used format, at any time, for a fee to be quoted at time of <br />request and approved by County. Upon termination of the applicable agreement for <br />any reason, whether or not County has retrieved or requested the County Data, <br />Provider reserves the right to permanently and definitively delete the County <br />Content and County Data held in the Services thirty (30) days following termination <br />of the applicable agreement. During the thirty (30) day period following termination <br />of the agreement, regardless of the reason for its termination, County will not have <br />access to the Services. <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. <br /> <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 thirty (30) 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 /> <br />11. Additional Provisions <br /> <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. Such consent shall not be unreasonably withheld. <br />Notwithstanding the foregoing, Provider may assign this Agreement upon a merger or sale <br />of a majority of its assets. <br /> <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 />Docusign Envelope ID: 0023C694-A78B-4D1E-AE90-FAEEC4DCF1C6