Orange County NC Website
Browse       Search
complete and exclusive statement of the terms of the agreement between the parties with respect to the subject <br /> matter hereof and supersedes all prior agreements, understandings, promises, and arrangements, oral or <br /> written,between the parties with respect to the subject matter hereof. <br /> 5.04 Governing Law and Jurisdiction. To the extent not preempted by federal law, including ERISA, this <br /> Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina <br /> without regard to conflicts-of-law principles that would require the application of any other law. The Parties <br /> agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper <br /> only in the state and federal courts located in Orange County and the Middle District of the State of North <br /> Carolina,United States of America,and the Parties hereby consent to such jurisdiction and venue. <br /> 5.05 Headings.The headings of this Agreement are solely for the convenience of the parties and do not <br /> affect the meaning or interpretation of any provision of this Agreement. <br /> 5.06 Notice. Any notice required to be given hereunder between the parties shall be written,effective upon <br /> receipt and shall be served by facsimile or by personal delivery or certified mail,return receipt requested to <br /> the address cited in the signature block of this Agreement or to such other address as shall be specified by like <br /> notice by either party. <br /> 5.07 Other Service Providers,No Legal or Tax Advice. RDS may seek the services of others in performing <br /> its duties and obligations under this Agreement. Such service providers shall not have access to personal <br /> health information of Plan Sponsor's Members unless such service providers sign a business associate <br /> agreement with RDS which is substantially the same as the business associate agreement executed between <br /> RDS and the Plan and/or Plan Sponsor. Plan Sponsor acknowledges and agrees that RDS' services pursuant <br /> to this Agreement are in the nature of consulting, logistical and non-discretionary ministerial services and are <br /> not intended, and shall not be construed or characterized as, the provision of legal or tax advice or <br /> professional fiduciary services. <br /> 5.08 Successor and Assigns, Waiver. Subject to the provisions of Section 5.01 above,this Agreement shall <br /> be binding upon and inure to the benefit of and be enforceable against the parties hereto and their respective <br /> successors and assigns. Failure to enforce any provision of this Agreement shall not affect the rights of the <br /> parties to enforce such provision in another circumstance or their right to enforce any other provision of this <br /> Agreement at any time. If any provision of this Agreement is determined to be unenforceable or invalid, such <br /> determination shall not affect the validity of the other provisions contained in this Agreement. <br /> 5.09 Counterparts.This Agreement may be executed in multiple counterparts,each of which shall be <br /> deemed to be an original and all of which together shall constitute a single agreement. <br /> [SIGNATURE PAGE FOLLOWS] <br /> 4 <br /> Troy_5724401112 <br />