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

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7. TERM; TERMINATION. (a) Term; Without Cause Termination Rights. The term of this Agreement shall commence on the Effective Date and shall continue in effect thereafter for a one (1) year period from the Effective Date (Renewal Date). Following such initial term, this Agreement will automatically renew for consecutive periods of one (1) year each (the initial term, collectively with any such renewal terms, the "Term") unless either party provides written notice to the other parry, and such other party shall have actually received such notice, within ninety (90) days of the Renewal Date, of such parry's intention that this Agreement not renew, in which event the Term of this Agreement shall expire on such Renewal Date of the then current year. Either party may terminate this Agreement upon ninety(90) days prior written notice to the other parry. (b) Termination by Participant for Cause. Participant may terminate this Agreement immediately in the event of NC HIE's breach of any term or condition of this Agreement, provided that such breach remains uncured after a period of thirty (30) days following NC HIE's receipt of written notice from Participant describing in reasonable detail the nature of such breach. Provided however, that in the event any such breach is incapable of being cured within such thirty (30) day time period, Participant agrees to not terminate this Agreement in the event that NC HIE has begun diligently pursuing a cure of such breach during said thirty(3 0) day time period. (c) Termination by NC HIE for Cause. NC HIE may terminate this Agreement immediately upon the occurrence of any of the following events: (i) A breach by Participant of any of the terms and conditions of this Agreement, including without limitation any failure of Participant to pay to NC HIE any fees owed by Participant pursuant to this Agreement at the time when due, which breach remains uncured beyond a period of thirty (30) days following Participant's receipt of written notice from NC HIE describing in reasonable detail the nature of such breach; (ii) A breach by Participant of any of the terms and conditions of the Participation Agreement, which breach remains uncured beyond any available cure periods set forth within the Participation Agreement; or (iii) The termination by Participant of its status as a Participant party to the Participation Agreement in accordance with the terms of the Participation Agreement, or the termination by NC HIE of Participant as a Participant party to the Participation Agreement in accordance with the terms of the Participation Agreement. 8. INSURANCE. During the Term of this Agreement, both Parties shall obtain, and keep in force reasonable Cyber Liability or other insurance coverage to insure against breach notification expenses, including, but not limited to, regulatory investigation, notification, and credit monitoring provided for affected individuals. The Parties shall provide each other with certificates of insurance evidencing such coverage upon the reasonable request of the other during the time of Participant's subscription to Services through NC HIE. All such policies of insurance shall name North Carolina Health Information Exchange as an additional insured under such policies, and shall provide that such policies shall not be cancelled or amended without at least thirty (30) days prior written notice to NC HIE. 4