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Revised 01/24 VENDOR EDITS v4 <br />5 <br />responsibility beyond that date provided the terminating party has taken all reasonable <br />steps to complete the performance of its 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. 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 /> <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 /> <br />iii) County will not be entitled to a refund or offset of previously paid, but unused <br />SaaS Fees. <br /> <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 Party for any breach of this <br />Agreement or a waiver of 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 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 /> <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, 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 /> <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 />Docusign Envelope ID: 6FC12B63-3E9A-4FBB-9F3D-622DAFB48167