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

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(a) Each parry shall hold all Confidential Business Information it receives (referred to as the"Receiving Party"for purposes of this Section 10),in confidence and shall not, during the term or after termination of this Agreement, disclose to any person or entity,nor use for its own business or benefit, any Confidential Business Information obtained by it in connection with this Agreement, unless such use or disclosure is permitted by the terms of this Agreement. Notwithstanding the foregoing, Confidential Business Information may be disclosed as required by operation of Applicable Law,provided that NC HIE or a Participant, (referred to as the Disclosing Parry for purposes of this Section 10),as the Receiving Party,promptly and in advance of such disclosure,if at all possible,notifies the Disclosing Parry of the existence,terms and circumstances surrounding such operation of law or Applicable Law to allow the Disclosing Parry its rights to object to such disclosure. If after Disclosing Parry's objection the Receiving Party is still required by operation of law or Applicable Law to disclose its Confidential Business Information,it shall do so only to the minimum extent necessary to comply with the operation of law or Applicable Law and shall request that the Confidential Business Information be treated as confidential to the maximum extent practicable under the circumstances. (b) The Receiving Party shall return,or destroy and certify the destruction of, all Confidential Business Information (including all copies thereof) to the Disclosing Party promptly upon request,provided that the Receiving Party may retain in its confidential files one copy of any written materials for purposes of verifying compliance with this Agreement. 11. TERM AND TERMINATION. (a) Term. The initial term of this Agreement shall commence as of the Effective Date and shall extend through December 31 of that same year. Following the initial term, this Agreement will automatically renew for consecutive one (1) year periods (the initial term,collectively with any such renewal terms,the"Term"). (b) Termination by NC HIE of HIE Services. NC HE may terminate this Agreement at any time without cause by giving not less than ninety(90)days prior written notice to all Participants. Upon termination by NC HIE of the HIE Services, NC HIE will treat the Patient Information Disclosed to NC HE by Participants as set forth in the Business Associate Responsibilities attached hereto and incorporated herein by reference as Exhibit A. (c) Effect of Termination of Subscription Agreement on Access to the HIE Network The termination of a Participant's Subscription Agreement, for any reason, will terminate the Participant's Joinder Agreement, thereby terminating the terminating Participant's access to and use of the HIE Network (d) Termination Based Unon Change in Law.NC HIE and Participants intend and in good faith believe that this Agreement complies with all federal, State and local laws. If any provision of this Agreement is declared void or unenforceable in a final, non-appealable ruling by a court or arbitrator of competent jurisdiction, or otherwise rendered void, unenforceable or obsolete by the enactment of any law or regulation, and if the provision(s) at issue is necessary to effectuate the purposes of this Agreement, the parties agree to attempt to renegotiate in good faith the affected provision(s) of this Agreement so as to comply with such rulings(s), law(s), or regulation(s) to the satisfaction of NC HIE and Participants. In the event the parties are not able to renegotiate the affected provision(s) of this Agreement to their mutual satisfaction within one hundred eighty (180) days of the enactment of the applicable ruling(s),law(s),or regulations(s),then this Agreement shall automatically terminate. 12