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transmitted electronically unless encrypted; and(iii)taking any other measures reasonably <br /> necessary to prevent any use or disclosure of the Data other than as provided in this Agreement. <br /> 3.3 Recipient will report to Orange any use or disclosure of the Data not provided for by this <br /> Agreement of which Recipient becomes aware. Such report shall be made to Orange at the <br /> address noted in Section 8 as soon as reasonably possible. Recipient will cooperate with any <br /> remediation that Orange reasonably determines is necessary to(i)address any applicable <br /> reporting requirements; and(ii)mitigate any effects of such unauthorized use or disclosure of the <br /> Data. <br /> 3.4 Recipient will ensure that any agents, including subcontractors,to whom it provides the Data <br /> agree to the same restrictions and conditions set forth in this Agreement. <br /> 4. License to Use Data for Research Purposes. This Agreement and the resulting transfer of Data <br /> constitute a license to Recipient to use the Data solely for the research <br /> purposes set forth in Section 2. <br /> Recipient agrees that nothing herein shall be deemed a grant of any intellectual property rights or other <br /> rights to use the Data for any products or processes for profit-making or commercial purposes. <br /> 5. Term and Termination. This Agreement shall be effective as of the Effective Date and shall <br /> remain in effect as long as Recipient retains the Data. Either Party may terminate this Agreement with or <br /> without cause upon thirty(30)days' written notice to the other Party. <br /> 6. Notice. Notice regarding termination or other matters relating to this Agreement shall be made in <br /> writing sent to the following individuals: <br /> If to Orange: <br /> Director <br /> Emergency Services <br /> Post Office Box 8181 <br /> Hillsborough,North Carolina 27278 <br /> (9J 9)245-6100 <br /> If to Recipient: <br /> Eugene Chung,M.D. <br /> 160 Dental Circle <br /> 6024 Burnette Womack Bldg <br /> Chapel Hill,NC 27599 <br /> 7. Miscellaneous Provisions. <br /> 7.1 Entire Agreement. This Agreement contains all of the terms and conditions agreed upon by <br /> the Parties regarding the subject matter of this Agreement and supersedes any prior agreements, <br /> oral or written, and all other communications between the Parties relating to such matters. <br /> 7.2 Severability. If any provision of this Agreement is determined to be invalid, such <br /> determination shall not affect the validity of the remaining provisions. <br /> 7.3 Waiver.The waiver by any Party of any provision or breach of this Agreement shall not <br /> operate or be construed as a waiver of any other provision of subsequent breach. <br /> 7.4 Representation to Others. Recipient has no rights to use the names,trademarks or other <br /> symbols of Orange without prior written consent; provided,however,that Recipient may make <br /> factual statements regarding its receipt of the Data pursuant to this Agreement. <br /> 2 <br />