2005 S Revenue -Blue Cross Blue Shield of North Carolina Ambulance Service Contract

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7. ASSIGNMENT/SUBCONTRACTING. 7.1 Provider. Provider shall not assign, subcontract, delegate, or otherwise transfer this Agreement and/or any of Provider's services and obligations under this Agreement, without the prior written consent of BCBSNC. The parties agree that upon any such assignment, subcontract, delegation or other transfer by Provider, BCBSNC shall have the right to terminate this Agreement immediately upon notice to Provider. 7.2 BCBSNC. BCBSNC shall give Provider prior written notice of any assignment, subcontract, delegation or other transfer of this Agreement or any of BCBSNC's duties or obligations under this Agreement. 8. PATIENT CONFIDENTIALITY. BCBSNC and Provider agree that all Member medical records, personal information and other applicable health records will be treated as confidential as required by state and federal law, including but not limited to Article 39 of Chapter 58 of the North Carolina General Statutes, or successor thereto. Both parties agree to maintain written policies and procedures, which address protection of patient confidentiality. 9. ENTIRE AGREEMENT/AMENDMENTS. This Agreement and the Exhibits to this Agreement constitute the entire agreement between the parties. No amendment to this Agreement shall be effective unless in writing, signed by both parties, with the exceptions set forth in this Section 8 as follows: 9.1 Eaceution - Changes in Law. In the event that BCBSNC determines that federal and/or state law or regulation requires amendments to this Agreement, then BCBSNC shall give Provider thirty (30) days prior written notice, and upon expiration of such 30-day period, this Agreement shall be automatically amended to include the amendments set forth in BCBSNC's notice. 9.2 Exceation -Provider Payment. In the event that BCBSNC determines that changes in this Agreement are appropriate, then BCBSNC shall give Provider written notice not less than 90 days prior to the effective date of such changes. Upon expiration of such 90-day period, the changes set forth in BCBSNC's notice shall automatically take effect. 10. GOVERNING LAW. This Agreement shall, in all instances and under all circumstances, be governed by and construed in accordance with the laws of the State of North Carolina, excluding its choice of law and/or conflicts of law provisions. The parties hereby consent and agree that the venue for any legal action under or relating to this Agreement shall be either Durham or Orange County, North Carolina. 11. THIS AGREEMENT SUPERSEDES ALL OTHERS BETWEEN THE PARTIES. The parties acknowledge and agree that this Agreement supersedes any and all other agreements between the parties regarding the same or similar services, and that all such other agreements between the parties are rendered null and void as of the Effective Date set forth above in this Agreement. Document # Final Contract 37065-1 5-11-OS.doc - 8/15/97