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5. MISCELLANEOUS. <br /> 5.1 Interpretation. The terms of this Agreement shall prevail in the case of any conflict with the <br /> terms of any Underlying Contract to the extent necessary to allow Covered Entity and Business <br /> Associate to comply with HIPAA, the Privacy Rule, the Security Rule, or the Breach <br /> Notification Rule. <br /> 5.2 Survival. The obligations imposed on Business Associate pursuant to this Agreement with <br /> respect to PHI shall survive termination of this Agreement and continue indefinitely solely with <br /> respect to PHI that Business Associate or its agents, including subcontractors, retain in <br /> accordance with Section 4.2. <br /> 5.3 No Third Partv Beneficiaries. Except as may be specifically set forth in this Agreement,nothing <br /> in this Agreement shall confer upon any person other than the Parties and their respective <br /> successors or assigns,any rights,remedies,obligations,or liabilities whatsoever. <br /> 5.4 Privileges and Protections Not Waived. Nothing herein shall be construed as waiver of <br /> applicable legal or other privileges or protections held or enjoyed by Covered Entity. <br /> 5.5 Amendment. This Agreement shall not be amended except by the mutual written agreement of <br /> the Parties. <br /> 5.6 Governing Law. To the extent not preempted by federal law, this Agreement shall be governed <br /> by and construed in accordance with the laws of the State of North Carolina, notwithstanding its <br /> conflicts of law rules. <br /> 5.7 Assignment. Neither Party may assign any of its rights or obligations under this Agreement <br /> without the prior written consent of the other Party. <br /> 5.8 Notice. Any notices required hereunder shall be given as set forth in the Underlying Contracts. <br /> If the Underlying Contracts do not include a provision for notices, then any and all notices or <br /> other communications required or permitted to be given under any of the provisions of this <br /> Agreement will be in writing and will be deemed to have been duly given (a) when personally <br /> delivered, (b)on the third business day after deposit in the U.S. mail (certified or registered mail, <br /> return receipt requested,postage prepaid), (c)on the next business day after timely delivery to an <br /> overnight courier, or (d) upon confirmation of receipt by facsimile or e-mail; in each case <br /> addressed to the Parties at the addresses set forth below (or at such other address as any Party <br /> may specify by notice to the Party given as aforesaid). <br /> If to Covered Entity: Attention: Privacy Officer <br /> (Insert address,phone,and email) <br /> Annette M. Moore <br /> 200 S. Cameron St. <br /> PO Box 8181 <br /> Hillsborough, NC 27278 <br /> 919 .245.2317 <br /> amoore @orangecountync.gov <br /> or at such other address as may be furnished to Business Associate in writing; and <br /> 5 <br />