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Revised 01/24 <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 <br />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 />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 <br />waiver of any claim for damages by the County for any breach of this Agreement or a <br />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. 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. <br /> <br />b. Confidentiality. Unless otherwise prohibited by law, all data, materials, documents, <br />notes, memoranda, intellectual property, and other information provided or disclosed by <br />Provider to County, or otherwise used by Provider to provide or perform any Scope of <br />Services, in connection with this Agreement shall be owned solely and exclusively by <br />Provider and shall constitute the confidential and proprietary information of Provider for <br />all purposes hereunder (all the foregoing, collectively, “Provider’s Confidential <br />Information”). The County (i) shall neither copy, nor disclose nor distribute to any third <br />party, any of Provider’s Confidential Information without Provider’s prior written <br />consent and (ii) shall not use any such Provider’s Confidential Information, except to the <br />extent permitted hereunder. The County’s obligations under this Section shall survive <br />any termination or expiration of this Agreement, and promptly after any such <br />termination or expiration, or upon any request by Provider, the County shall return to <br />Docusign Envelope ID: DE8441AA-E59C-82BA-8112-C2D52F2C60C1