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7 <br />J. This Agreement constitutes all of the terms and conditions agreed upon by the <br />parties hereto regarding the subject matter of this Agreement. Any prior agreements, promises, <br />negotiations, or representations of or between the parties, either oral or written, relating to the <br />subject matter of this Agreement which were not expressly set forth in the Agreement are null <br />and void and of no further force or effect. <br />K. The parties acknowledge that they may wish to amend this Agreement from <br />time to time. Any such amendment must be in writing and signed by each party. <br />L. No assignment of the rights, duties, or obligations of this Agreement will be <br />made without the written consent of each party. <br />M. This Agreement will be governed by the laws of the State of North Carolina. <br />N. The parties to this Agreement intend that this Agreement will create a <br />relationship of independent contractors between them. Nothing in this Agreement will be <br />construed as, or be deemed to create a relationship of employer and employee, principal and <br />agent, or any relationship other than that of independent parties contracting with each other solely <br />for the purpose of carrying out the provisions of this Agreement. Neither UNC Hospitals, the <br />University, nor the Practice as independent contractors, nor any of their respective employees <br />will be liable or responsible for any acts and omissions on the part of the other. <br />O. All notices under this Agreement will be in writing and mailed by certified or <br />return receipt request mail. All notices to the Practice will be mailed to the addresses set forth <br />below his/her signature line. All notices to the University and UNC Hospitals will be mailed to: <br />Suzanne Herman, Director, Regional Services, UNC Hospitals, 6003 East Wing, 101 Manning <br />Drive, Chapel Hill, N.C. 27514. <br />P. This Agreement is not intended and will not be construed to be an agreement <br />for the benefit of any third party. <br />Q. In the event that any provision of this Agreement is held to be invalid or <br />unenforceable, the remainder of the provisions of this Agreement will remain in full force and <br />effect. <br />R. Force Majeure. Failure of HealthLink to perform any of the provisions of this <br />Agreement by reason of any of the following shall not constitute an event of default of breach of <br />this Agreement: fires, floods, snow /ice, accidents, war, revolution, riots, insurrections, acts of <br />God, acts of government (including without limitation any agency or department of the United <br />States of America), or other causes which are reasonably beyond HealthLink's control. <br />3/97 <br />