2014-141 Health - NC HIE to oversee, administer and operate electronic health information exchange network

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be undertaken in full compliance with this Agreement, the Participation Agreement, and applicable NC HIE Policies and Procedures which may be amended from time to time. (b) To the extent Participant makes available data to NC HIE for Permitted Purposes, parties may agree to otherwise limit or expand the scope of Permitted Purposes for which the Participant's data may be acquired, accessed, used or Disclosed through the HIE Network. If the Participant desire to limit or expand the scope Permitted Purposes, Participant shall identify any restricts or expansions and, subject to the decision by NC HIE to implement such restrictions or expansions,NC HIE shall describe the scope of the restrictions or expansions in an exhibit to be attached hereto as Exhibit E. 4. SUBSCRIPTION TO SERVICES; FEES. (a) Subject to the terms and conditions of this Agreement, Participant hereby subscribes to use the services identified on the Service Election Schedule attached hereto as Exhibit A and incorporated herein by reference (severally and collectively, the "Services"), and NC HIE agrees to make available such Services to Participant for its use. Upon written notice received by Participant at least one hundred eighty (180) days before the end of the initial term of this Agreement or the then current renewal term, NC HIE reserves the right in its sole discretion to discontinue the offering and availability of any or all of the Services and shall have no liability to Participant or its Authorized Users for or arising out of such discontinuance of Services, provided such discontinuance shall only be effective as of the expiration of the initial term of this Agreement or the then current renewal term. Participant is also entitled to receive support and maintenance as part of the subscription services and such Service Level Agreement is described in Exhibit D provided that Participant is not in default of their subscription fees as defined herein. (b) In consideration of the rights granted Participant hereunder,Participant shall pay to NC HIE the fees set forth on the Service Fee Schedule attached hereto as Exhibit B and incorporated herein by reference, at the times and in the manner, and subject to all other terms and conditions, as are set forth on such Service Fee Schedule,without notice or demand therefor, and without deduction or offset therefrom. All fees paid by Participant to NC HIE pursuant to this Agreement shall be non-refundable under all circumstances, including without limitation in the event of the early termination of this Agreement by Participant pursuant to Section 7 hereof. Upon written notice received by Participant at least one hundred eighty (180) days before the end of the initial term of this Agreement or the then current renewal term,NC HIE reserves the right in its sole discretion to increase or decrease the fees to be charged Participant for any or all of the Services to which Participant is then subscribed pursuant to this Agreement and shall have no liability to Participant or its Authorized Users for or arising out of such increase or decrease in fees,provided any such increase or decrease in fees shall only be effective as of the expiration of the initial term of this Agreement or the then current renewal term. (c) In the event that: (i)Participant elects to discontinue its subscription to any one or more of the Services, (ii) Participant elects to subscribe to additional services offered by NC HIE and not initially subscribed to by Participant, or that NC HIE first makes available for subscription by Participant subsequent to the Effective Date of this Agreement, or (iii) NC HIE elects to discontinue the offering and availability of any or all of the Services, the parties shall execute a new Service Election Schedule and a new Service Fee Schedule, each of which shall 2