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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 />