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DocuSign Envelope ID:5F2A6749-5668-4688-B470-4D344E4C961 F <br /> (i) Independent Contractor None of the provisions of this Agreement are intended to create, <br /> nor will they be deemed to create any relationship between the Parties other than that of independent <br /> parties contracting with each other solely for the purposes of effecting the provisions of this Agreement <br /> and any other agreements between the Parties evidencing their business relationship This Agreement <br /> will be governed by the laws of the State of North Carolina No change, waiver or discharge of any <br /> liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance <br /> of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other <br /> occasion. <br /> (�) Regulatory References A reference in this Agreement to a section in HIPAA, HITECH <br /> or the HIPAA Regulations means the section as it currently is in effect or as amended <br /> (k) interpretation Any ambiguity in this Agreement shall be resolved in favor-of a meaning <br /> that permits Covered Entity to comply with the HIPAA Regulations The parties agree that, in the event <br /> that any documentation of the arrangement pursuant to which Business Associate provides services to <br /> Covered Entity contains provisions relating to the use or disclosure of Protected Health Information that <br /> are more restrictive than the provisions of this Agreement, the more restrictive provisions will control. <br /> the provisions of this Agreement are intended to establish the minimum requirements regarding Business <br /> Associate's use and disclosure of Protected Health Information <br /> (1) Severability. In the event any part or parts of this Agreement are held to be <br /> unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a patty <br /> believes in good faith that any provision of this Agreement fails to comply with the then-current <br /> requirements of the HTAA Security and Privacy Rule, such party shall notify the other patty in writing <br /> For a period of up to (30)thirty days, the patties shall address in good faith such concern and amend the <br /> terms of this Agreement, if'necessary to bring it into compliance. If, after such thirty-day period, a party <br /> believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule, <br /> then either patty has the right to terminate upon written notice to the other party <br /> (m) Notices and Communications. All instructions, notices, consents, demands, or other <br /> communications required or contemplated by this Agreement shall be in writing and shall be delivered to <br /> the Party at the address below: <br /> Por Covered Entity: For Business Associate <br /> Orange County Housing,Human Rights <br /> & Community Development CHICLE <br /> AI`TN:Marlyn.Valeiko c/o Executive Director <br /> 300 W Tryon Street 101 E.Weaver Street.3ra Floor <br /> Hillsborough NC, 2 72 78 Canboro,NC 27510 <br /> (n) Strict compliance. No failure by any Party to insist upon strict compliance with ally <br /> terms or provisions of this Agreement,to exercise any option,to enforce any right, or to seep any remedy <br /> upon any default of any other Patty shall affect, or constitute a waiver of, any Party's right to insist upon <br /> such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that <br /> default or any prior, at contemporaneous, or subsequent default No custom or practice of the Patties at <br /> variance with any provisions of this Agreement shall affect,or constitute a waiver of, any Party's tight to <br /> demand strict compliance with all provisions of this Agreement <br /> (o) Governing Law This Agreement shall be governed and construed in accordance with the <br /> laws of the State of'North Carolina except to the extent that North Carolina laws have been pre-empted by <br /> HIPAA and without giving effect to principals of conflicts of law Jurisdiction shall be Orange County, <br /> North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this <br /> Agreement and the Service Agreement(s). <br /> 8 <br /> October 2013 <br />