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(a) All protected health information that is created or received by Covered Entity and <br />disclosed or made available in any form, including paper record, oral communication, <br />audio recording, and electronic display by Covered Entity or its operating units to <br />Business Associate or is created or received by Business Associate on Covered Entity's <br />behalf shall be subject to this Agreement. <br />(b) A reference in this Agreement to a section in the HIPAA Security and Privacy Rule <br />means the section as in effect or as amended. <br />(c) In the event of an inconsistency between the provisions of this Agreement (including <br />definitions) and mandatory provisions of the HIPAA Security and Privacy Rule, as <br />amended, the HIPAA Security and Privacy Rule shall control. Where provisions of this <br />Agreement are different than those mandated in the HIPAA Security and Privacy Rule, <br />but are nonetheless permitted by the HIPAA Security and Privacy Rule, the provisions of <br />this Agreement shall control. <br />(d) Except as expressly stated herein or the HIPAA Security and Privacy Rule, the parties to <br />this Agreement do not intend to create any rights in any third parties. <br />(e) This Agreement may be amended or modified only in a writing signed by the Parties. No <br />Party may assign its respective rights and obligations under this Agreement without the <br />prior written consent of the other Party. None of the provisions of this Agreement are <br />intended to create, nor will they be deemed to create any relationship between the <br />Parties other than that of independent parties contracting with each other solely for the <br />purposes of effecting the provisions of this Agreement and any other agreements <br />between the Parties evidencing their business relationship. <br />(f) This Agreement will be governed by the laws of the State of North Carolina. <br />(g) No change, waiver or discharge of any liability or obligation hereunder on any one or <br />more occasions shall be deemed a waiver of performance of any continuing or other <br />obligation, or shall prohibit enforcement of any obligation, on any other occasion. <br />(h) The parties agree that, in the event that any documentation of the arrangement pursuant <br />to which Business Associate provides services to Covered Entity contains provisions <br />relating to the use or disclosure of protected health information that are more restrictive <br />than the provisions of this Agreement, the provisions of the more restrictive <br />documentation will control. <br />(i) In the event that any provision of this Agreement is held by a court of competent <br />jurisdiction to be invalid or unenforceable, the remainder of the provisions of this <br />Agreement will remain in full force and effect. <br />Q) The headings in this Agreement are for convenience of reference only and shall not <br />define or limit any of the terms or provisions hereof. <br />5 <br />