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Neither this Agreement nor any part thereof may be assigned or transferred without the prior written consent of the other Party, and <br />any such assignment without such consent shall be void and have no binding effect. This Agreement shall be binding on the Parties, <br />their successors and permitted assigns. No failure or delay by either Party in exercising its rights under this Agreement shall operate <br />as a waiver of such rights or estop enforcement thereof, and no waiver of any breach shall constitute a waiver of any prior, concurrent, <br />or subsequent breach or estop enforcement thereof. <br />b. Subject to Section 2 above and any HIPAA business associate agreement ("BAA") executed between the Parties, <br />this Agreement sets forth the entire Agreement between the Parties relative to the subject matter hereof. Any representations, promise, <br />or condition, whether oral or written, not incorporated herein shall not be binding upon either Party. In the event of an inconsistency <br />between the provisions of this Agreement and mandatory provisions of applicable State or federal law and regulations, including <br />without limitation, HIPAA, such applicable laws and regulations shall control. Where provisions of this Agreement are different than <br />those of the BAA, but are nonetheless permitted under HIPAA, the provisions of this Agreement shall control. Ali exhibits attached to <br />this Agreement are incorporated by reference and made a part of this Agreement as if those exhibits were set forth in the text of this <br />Agreement. If any portion of this Agreement shall for any reason be invalid or unenforceable, such portion shall be ineffective only to <br />the extent of such invalidity or unenforceability, and the remaining portions shall remain valid and enforceable and in full .force and <br />effect. This Agreement may be executed in any number of counterparts, each of which will be deemed an original as against the Party <br />whose signature appears thereon, but alI of which taken together will constitute one and the same instrument. <br />IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives as <br />of the Effective Date. <br />AccessCare <br />x: <br />B :: Joh~ol <br />y <br />Its: Vice President, Business <br />Address: 3000 Aerial Center Parkway. STE 101, <br />Morrisville, NC 27560 <br />Orange County Health Department_ChapelHiU <br />x: i~~I'IC.t'iGQ/ <br />By: RQsem Suy mth~r~'' <br />Its: Health Director V <br />Address: 2501 Homestead Road. Chacel Hill, NC <br />275 6 <br />6 <br />