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be in substantially the form attached as Exhibit A and Exhibit B, respectively, to reflect the <br /> change in Services or addition of additional services, and fees owed on account of the applicable <br /> subscription change(s). The execution of a new Service Election Schedule or new Service Fee <br /> Schedule by both of the parties hereto shall be deemed to amend, supersede and replace in full <br /> any and all prior Service Election Schedule(s) or Service Fee Schedule(s), respectively, executed <br /> by the parties and without the necessity of any further action on the part of either party. <br /> 5. STATEMENTS OF WORK. The parties contemplate that during the Term of this <br /> Agreement, Participant may request that NC HIE provide certain services to Participant for <br /> purposes of, among other things and for illustration purposes only, assisting Participant in <br /> integrating its internal system onto the HIE Network, or assisting Participant in the fulfillment of <br /> certain responsibilities that are otherwise the obligation of Participant pursuant to this <br /> Agreement. In such event, Participant shall identify any services which Participant desires be <br /> performed by NC HIE and, subject to the decision by NC HIE to provide the services desired by <br /> Participant, NC HIE shall prepare a proposed statement of work (a"SOW") which shall include, <br /> if and to the extent applicable: <br /> (a) A reasonably detailed identification and scope of the services and or <br /> project to be performed by NC HIE for Participant under the specific SOW, and the location <br /> where such services will be performed; <br /> (b) Any specific deliverables or milestones to be achieved under such SOW; <br /> (c) The fees, anticipated costs and expenses for the services to be performed <br /> under such SOW; <br /> (d) The time period during which performance of the services under such <br /> SOW shall be performed and completed; <br /> (e) Specific staffing requirements of NC HIE and Participant for the particular <br /> services; and <br /> (f) Such other information as Participant and NC HIE deem relevant to the <br /> services covered by the SOW. <br /> Each proposed SOW shall be subject to the mutual approval of both Participant <br /> and NC HIE and, when acceptable to both parties, shall be executed by both parties. Upon the <br /> full execution of any such SOW by both Participant and NC HIE, such SOW shall be <br /> automatically deemed incorporated by reference into this Agreement. Notwithstanding the <br /> foregoing, nothing in this Agreement shall constitute a commitment of either party to enter into <br /> any particular SOW with the other, and in the event of any inconsistency between this <br /> Agreement and a SOW, this Agreement shall govern and control, except with respect to <br /> compensation and payment terms in a SOW, and terms in a SOW that are specifically identified <br /> as superseding the terms of this Agreement. <br /> 6. PARTICIPANT'S AUTHORIZED USERS. For and during the Term of this <br /> Agreement and conditioned upon Participant's compliance with all of the terms and conditions <br /> of this Agreement and the Participation Agreement, NC HIE grants to Participant the non- <br /> exclusive, non-transferable, right to authorize Participant's Authorized Users, if any, to use the <br /> Services, which usage shall be authorized by Participant in the manner prescribed by the <br /> Participation Agreement. <br /> 3 <br />