Orange County NC Website
Browse       Search
alleged breach of this Agreement, or any Breach, by Business Associate or subcontractors or agents of <br /> Business Associate. <br /> b. No Rights in Third Parties. Except as expressly stated herein, in the HIPAA Privacy and <br /> Security Rules, or in the Red Flag Rules, the Parties to this Agreement do not intend to create any rights <br /> in any third parties. <br /> C. Survival. The obligations of Business Associate under Section VIII(c) of this Agreement <br /> shall survive the expiration, termination, or cancellation of this Agreement, the Agreements, and/or the <br /> business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, <br /> contractors, successors,and assigns as set forth herein. <br /> d. Amendment. This Agreement may be amended or modified only in a writing signed by <br /> the Parties. The Parties agree that they will negotiate amendments to this Agreement to conform to any <br /> changes in the HIPAA Privacy and Security Rules or Red Flag Rules as are necessary for Covered Entity <br /> to comply with the current requirements of the HIPAA Privacy and Security Rules, the Health Insurance <br /> Portability and Accountability Act, and the Red Flag Rules. In addition, in the event that either Party <br /> believes in good faith that any provision of this Agreement fails to comply with the then-current <br /> requirements of the HIPAA Privacy and Security Rules or any other applicable legislation including, but <br /> not limited to,the Red Flag Rules,then such Party shall notify the other Party of its belief in writing. For <br /> a period of up to thirty(30)days,the Parties shall address in good faith such concern and amend the terms <br /> of this Agreement, if necessary to bring it into compliance. If, after such thirty (30)-day period, the <br /> Agreement fails to comply with the HIPAA Privacy and Security Rules, the Red Flag Rules or any other <br /> applicable legislation, then either Party has the right to terminate this Agreement and the underlying <br /> arrangement upon written notice to the other party. <br /> e. Assignment. Neither Party may assign its respective rights and obligations under this <br /> Agreement without the prior written consent of the other Party. <br /> f. Independent Contractor. None of the provisions of this Agreement are intended to create, <br /> nor will they be deemed to create, any relationship between the Parties other than that of independent <br /> parties contracting with each other solely for the purposes of effecting the provisions of this Agreement <br /> and any other agreements between the Parties evidencing their business relationship. <br /> g. Governing Law. To the extent this Agreement is not governed exclusively by the HIPAA <br /> Privacy and Security Rules,the Red Flag Rules, or other provisions of federal statutory or regulatory law, <br /> it will be governed by and construed in accordance with the laws of the state in which Covered Entity has <br /> its principal place of business. <br /> h. No Waiver. No change, waiver, or discharge of any liability or obligation hereunder on <br /> any one or 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 /> i. Interpretation. Any ambiguity of this Agreement shall be resolved in favor of a meaning <br /> that permits Covered Entity to comply with the HIPAA Privacy and Security Rules and the Red Flag <br /> Rules. <br /> j. Severability. In the event that any provision of this Agreement is held by a court of <br /> competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement <br /> will remain in full force and effect. <br /> 9 <br />