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

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Agreement, and either hand delivered or sent by certified mail, return receipt requested, postage prepaid, or by nationally recognized courier service for overnight delivery. Either party may change its address for notices at any time by notifying the other of such parry's new address in writing, which change of address notice shall be tendered in the manner required by this Section 12 for notices generally. 13. NORTH CAROLINA COMMUNITY CARE NETWORKS INC ("CCNC") AS INTENDED THIRD-PARTY BENEFICIARY. NC HIE and Participant acknowledge and agree that CCNC is an intended third-party beneficiary of all of the rights and obligations of NC HIE and Participant with respect to the provision of HIE Connectivity Services, to the extent that such Services are being subsidized through IAPD, DMA-25833-13, as executed on January 18, 2013. CCNC is entitled to enforce the terms of Section 4 SUBSCRIPTION TO SERVICES; FEES of this Agreement to the same extent as NC HIE and Participant. i 14. JOINDER TO NC HIE PARTICIPATION AGREEMENT. Simultaneous with the execution of this Agreement, Participant shall execute the Joinder Agreement attached hereto as Exhibit C, pursuant to which Participant shall become a Participant party to the Participation Agreement. 15. AUTHORITY; NO CONFLICT. NC HIE and Participant each represent and warrant to the other as follows: (i) that it is authorized to enter into this Agreement and to perform its obligations hereunder, and that the individual signatory executing this Agreement on its behalf is authorized, and has the capacity, to so execute this Agreement on its behalf, and (ii) that the execution of this Agreement by it and the performance of its obligations hereunder shall not conflict with or result in, with or without the passage of time or the giving of notice thereof, any breach, default or violation of any third party agreement to which it is bound, or any judgment, order or ruling of any court, administrative or regulatory agency or body, or arbitration award,to which it is bound or subject. 16. RELATIONSHIP. The relationship between the parties to this Agreement is strictly that of independent contractors, and this Agreement shall not create a partnership or any other form of business relationship, or create an agency relationship, between the parties hereto. Neither party to this Agreement shall, nor shall either party have any authority to, create or incur any liability or obligation on behalf of the other. 17. ASSIGNMENT. Participant shall not assign, sublicense or otherwise transfer in any manner any of Participant's rights and obligations under this Agreement without the prior written consent of NC HIE in each instance. NC HIE reserves the right to assign its rights and obligations under this Agreement to North Carolina Community Care Networks, Inc. 18. ATTORNEY'S FEES. In the event of any action brought by either parry against the other arising out of this Agreement, or for the purposes of enforcing the Agreement or collection of any damages alleged to have resulted to one of the parties by reason of the breach or failure of performance of the other, the party prevailing in any such action shall be entitled to recover reasonable attorneys' fees and cost of suit as may be determined by the court. 19. SEVERABILITY. In the event any one or more provisions of this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other instrument or document, and this Agreement and such other instruments and documents shall be interpreted 6