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16. MISCELLANEOUS-All schedules, if any, attached hereto are hereby incorporated by reference <br /> and made a part hereof. The term"agreement" as used herein shall be deemed to include all such <br /> schedules. All words and phrases in this agreement shall be construed to include the singular or <br /> plural number, and the masculine, feminine or neuter gender, as the context requires. This <br /> agreement (together with any schedules attached and documents incorporated herein) constitutes <br /> the entire agreement between the parties,oral or written between the parties. This agreement may <br /> not be assigned by Client without the consent of Company. No modification of this agreement, <br /> except changes to Company's rate schedule, as provided for herein, shall be binding unless in <br /> writing, attached hereto, and signed by the party against which it is sought to be enforced. No <br /> waiver of any right or remedy shall be effective unless in writing and nevertheless, shall not <br /> operate as a waiver of any other right or remedy on a future occasion. Every provision of this <br /> agreement is intended to be severable. If any term or provision is illegal,invalid or unenforceable, <br /> there shall be added automatically as part of this agreement, a provision as similar in terms as <br /> necessary to render such provision legal,valid and enforceable. This agreement shall be governed <br /> by and construed in accordance with the laws of the State of North Carolina. Client agrees that <br /> any action or proceeding arising out of or related in any way to this agreement shall be brought <br /> solely in a Court of competent jurisdiction sitting in Hillsborough, Orange County, North <br /> Carolina. Client hereby irrevocably and unconditionally consents to the jurisdiction of such court <br /> and hereby irrevocably and unconditionally waives any defense of an inconvenient forum to the <br /> maintenance of any action or proceeding in such court, any objection to venue with respect to any <br /> such action or proceeding and any right of jurisdiction on account of the place of residence or <br /> domicile of any party thereto. Nothing in this agreement shall be deemed or construed to <br /> constitute or create a partnership,association,joint venture,or agency between the parties hereto. <br /> 17. HIPAA. The Parties hereby agree to the terms and conditions of the Business Associate <br /> agreement,attached as Exhibit A and fully incorporated herein. <br /> Medicare Access to Records. Each party shall keep, and allow the other party reasonable <br /> access to, full and accurate books and records of all services rendered hereunder. Further, to <br /> the extent required by Section 1395x(v)(1)(1) of Title 42 of the United States Code, until the <br /> expiration of four years after the termination of this Agreement,Contractor shall,upon written <br /> request, make available to the Secretary of the United States Department of Health and <br /> Human Services, or to the Comptroller General of the United States General Accounting <br /> Office, or to any of their duly authorized representatives, a copy of this Agreement and such <br /> books,documents,and records as are necessary to certify the nature and extent of the costs of <br /> the services Contractor provided under this Agreement. <br /> CLIENT STARPOINT GLOBAL SERVICES <br /> Name: Name: <br /> Signature: Signature: <br /> Title: Title: <br /> Date: Date: <br /> Page 13 <br />