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a <br />written notice executed by both parties. Exact days to work shall be <br />prearranged by OCHD and Provider. <br />8. In connection with Provider's activities as Coordinator of the Campaign and <br />Project, Provider agrees to abide by all applicable federal, state and local <br />confidentiality and privacy laws, policies and procedures. Provider will <br />not divulge confidential information to unauthorized persons. Provider <br />understands that if Provider wrongfully discloses such information, Provider <br />may be subject to disciplinary action. Provider further understands that <br />Provider may be liable and subject to litigation for money awards for <br />damages. Provider understands that if Provider should have any questions <br />regarding OCHD's confidentiality policies and procedures, Provider will seek <br />clarification from OHCD Health Director. Provider agrees to abide by and <br />hereby enters into the OCHD's standard Health Insurance Portability and <br />Accountability Act of 1996 (HIPAA) Business Associate Agreement, which is <br />attached hereto and incorporated herein by reference. <br />9. Independent Contractor. The Provider shall perform all work and services <br />described herein as an independent contractor and not as an officer, agent, <br />servant or employee of Orange County or the OCHD. Provider shall have <br />exclusive control of and the exclusive right to control the details of the <br />services and work performed herewith and all persons performing the same and <br />working herein shall be construed as creating a partnership or joint venture <br />between Orange County or the OCHD and Provider. Provider shall not be <br />considered an officer, agent,.servant or employee of Orange County or OCHD, <br />nor shall Provider be entitled to any benefits available or granted to <br />employees of Orange County or OCHD. <br />10. This Agreement or its renewals may be terminated at any time without Penalty <br />by either party provided that notice of such termination is furnished to the <br />other party in time to properly arrange for professional coverage. <br />11. This Agreement contains the entire understanding of the parties and shall <br />not be altered, amended or modified, except by an agreement in writing <br />executed by the duly authorized officials of both parties. <br />12. The laws of North Carolina shall govern the validity and interpretations of <br />the provisions, terms and conditions of the Agreement. <br />13. Provider shall obtain, at her sole expense, worker's compensation insurance <br />(to the extent the same is required by North Carolina law) and auto <br />liability insurance in the amounts required by the County's Risk Manager. <br />Such insurance shall name the County as Additional Insured under the Auto <br />Liability policy. Certificates of insurance shall be provided to the <br />County's Risk Manager prior to Provider performing services under this <br />Agreement. <br />14. Provider agrees to defend, indemnify, and hold harmless the County, for all <br />loss, liability, claims or expense (including reasonable attorney's fees) <br />arising from bodily injury, including death or property damage, to any <br />person or persons caused in whole or in part by the negligence or misconduct <br />of the Provider, except to the extent same are caused by the negligence or <br />willful misconduct of the County. It is the intent of this section to <br />require Provider to indemnify the County to the extent permitted under North <br />Carolina law.