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construed to create, a partnership,joint venture, agency or any other relationship between NC <br /> HIE and Participants other than that of independent contractors. <br /> 23. THIRD-PARTY BENEFICIARIES. This Agreement does not and will not create <br /> in any natural person,corporation,partnership or other organization or entity other than NC HIE <br /> and Participants any benefits or rights, and this Agreement will be effective only as to NC HIE <br /> and Participants and their successors and permitted assigns. <br /> 24. FORCE MAJEURE. Notwithstanding any provision hereof to the contrary, in the <br /> event of a disruption, delay or inability to complete the requirements of this Agreement due to <br /> natural disasters,acts of terror or other similar events out of the reasonable control of NC HIE or <br /> Participants,none of them shall be considered in breach of this Agreement. <br /> 25. COUNTERPARTS. This Agreement may be executed in any number of <br /> counterparts,each of which will be deemed an original but all of which taken together will <br /> constitute one and the same instrument. <br /> 26_ AUTHORITY TO SIGN. NC HIE and Participants warrant that they have the <br /> capacity to enter into and perform the obligations under this Agreement and all activities <br /> contemplated herein, and that all corporate and other actions required to authorize them to enter <br /> into and perform this Agreement were properly taken. <br /> 27. GOVERNING LAW. This Agreement shall be governed by and construed in <br /> accordance with the applicable laws of the State of North Carolina and applicable Federal law. <br /> 28. SURVIVAL. The respective rights and obligations of NC HIE and Participants <br /> under Sections 9 (Breach Notification), 10 (Confidential Business Information), 11(b), <br /> (Disposition of Patient Information Upon Termination of this Agreement), 13 (Limitations of <br /> Liability), 14 (Indemnification), and any other provision of this Agreement that by its nature or <br /> by express statement should survive,shall survive the termination of this Agreement by NC HIE. <br /> Signature page follows. <br /> 16 <br />