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Parties confidential information shall be made known to and honored by its agents, <br />employees, and representatives; by its third-party contractors and their agents, employees, <br />and representatives. The Parties agree to require each of its employees or agents who have <br />access to confidential information to retain the other Parties confidential information in <br />strict confidence. <br />Indemnity. The Parties agree to indemnify and hold harmless each other, their affiliates, <br />officers, and directors, from any costs, claims, liability or damage, including attorneys' fees <br />and court costs that are caused by or arise out of any disclosure of confidential information <br />by the Parties or any of its employees, agents, and representatives, or by any of the entities <br />referenced above in this paragraph to the extent provided by law. <br />County agrees that it may be considered a "business associate" of tJNC HCS under HIPAA <br />and agrees to execute L1NC HCS' Business Associate Agreement attached hereto and made <br />a part hereof, and included as Attachment 1. <br />The obligations of the Parties their employees, agents, and representatives under this <br />Section shall survive the expiration, termination, or cancellation of this Agreement and/or <br />the business relationship of the parties, and shall continue to bind these entities. Except <br />under the conditions specified in this Section, confidential information shall not be <br />disclosed at any time following the execution of this Agreement. <br />IX. SEVERABILITY. <br />In the event that a party waives any provision of this Agreement, it will not be deemed to <br />have waived that provision at any other time or to have waived any other provision. <br />X. WAIVER. <br />In the event that a party waives any provision of this Agreement, it will not be deemd to <br />have waived that provision at any other time or to have waived any other position. <br />XI. AMENDMENTS. <br />This Agreement may be amended only by written amendments duly execute by UNC HCS <br />and County. <br />XII. ASSIGNMENT. <br />Neither party may assign this Agreement without the written agreement of the other party. <br />XIII. ADVERTISING. <br />The Parties shall not use the award of this Agreement or its participation in this Agreement <br />as part of any news release or commercial advertising without the prior written consent of <br />the other Party. <br />XIV. GOVERNING LAW. <br />This Agreement is made under and shall be governed and construed in accordance with the <br />laws of the State of North Carolina. <br />