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ACCESSING, DISCLOSING OR USING DATA. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DIRECT
<br />DAMAGES.
<br />b. Without limiting any other provision of this Agreement, each Party and such Party's Authorized Users shall be
<br />solely responsible for all decisions and actions taken or not taken involving patient care, utilization management, and quality
<br />management for their respective patients and clients resulting from or in any way related to the use of Data. No Party or Authorized
<br />User shall have any recourse against, and each shall waive any claims against, the other Parties for any loss, damage, claim or cost
<br />relating to or resulting from its own use or misuse of Data.
<br />8. Proprietary Information. Each party ("Receiving Party") will hold in confidence all Proprietary Information obtained from
<br />the other party ("Disclosing Party") in connection with this Agreement and use it only for purposes of this Agreement, provided that
<br />these restrictions will not apply to any information that (i) was already known to the Receiving Party without obligation of
<br />confidentiality; (ii) is or becomes properly available to the Receiving Party (under conditions which do not restrict further disclosure)
<br />from a third party source who did not obtain such information directly or indirectly from the Disclosing Party; or (iii) is or becomes
<br />part of the public domain through no fault of the Receiving Party. The Receiving Party will return all such Proprietary Information
<br />(including all copies thereof) to the Disclosing Party promptly upon request, provided that the Receiving Party may retain in its
<br />confidential files one copy of any written materials for purposes of verifying compliance with this Agreement.
<br />9. Agreement's Compliance with Laws and Regulations. The Parties intend and in good faith believe that this Agreement
<br />complies with all federal, State and local Laws. The Parties agree and acknowledge that they shall at all times perform all obligations
<br />hereunder in compliance with applicable law. If any provision of this Agreement is declared void by a court or rendered invalid by
<br />any law or regulation, and if such provision is necessary to effectuate the purposes of this Agreement, this Agreement shall
<br />automatically terminate.
<br />10. Insurance. Provider agrees to obtain and maintain in force and effect reasonable policies of liability insurance or self-
<br />insurance to insure itself and its employees, agents, and contractors for general liability. Upon reasonable request, Network shall
<br />provide to NCCCN relevant information regarding its policies of insurance including, without limitation, coverage limits.
<br />11. Notices. Any notice or other communication required under this Agreement shall be in writing and sent to the respective
<br />addresses of the Parties set forth in the signature lines below, or to such other address as the Parties shall designate in writing from
<br />time to time. Notices or communications to or between the Parties shall be deemed to have been delivered: (a) ten (10) business days
<br />after deposit in the mail when mailed by first class mail, provided that notice of default or termination shall be sent by registered or
<br />certified mail; {b) within five (5) days if sent by established courier service; or (c} when received, if personally delivered.
<br />12. Relationship of Parties. Nothing in this Agreement shall constitute a partnership, joint venture, agency or any other
<br />relationship between the Parties other than that of independent contractors.
<br />13. Third-Party Beneficiaries. This Agreement does not and will not create in any natural person, corporation, partnership or
<br />other organization other than the Parties any benefits or rights, and this Agreement will be effective only as to the Parties and their
<br />successors and permitted assigns.
<br />14. Force Maieure. Notwithstanding any provision hereof to the contrary, in the event of a disruption, delay or inability to
<br />complete the requirements of this Agreement due to natural disasters, acts of terror or other similar events out of the control of a Party,
<br />the Party shall not be considered in breach of this Agreement.
<br />15. Authority to Sign. The Parties warrant that they have the capacity to enter into and perform the obligations under this
<br />Agreement and all activities contemplated herein. Each Party represents and warrants that all corporate and other actions required to
<br />authorize it to enter into and perform this Agreement were properly taken.
<br />i6. Survival. The respective rights and obligations of the Parties under Sections 1, 3.a., 3.c., 3.e, 4, 5, 6.f., 7, $, 10, and 17 of
<br />this Agreement shall survive any termination or expiration of this Agreement.
<br />17. General.
<br />a. In the event of a dispute between the Parties arising out of this Agreement: (a) a Party receiving Data will be held
<br />liable to abide by its own State and federal law; (b) a Party providing Data will be held liable to abide by its own State and federal
<br />law; and (c) if the dispute cannot be resolved, the Parties agree to look to federal common law, including the growing body of law
<br />regarding health information exchange. A reference in this Agreement to a section in a federal, State, or local statute, law, or
<br />regulation means the section as in effect or as amended. This Agreement may not be modified, altered, or amended except by written
<br />instrument duly executed by, if for Network: [ AccessCare l; if for Provider: [ Orange County_Health Department ChapelHill j.
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