|
DocuSign Envelope ID:90B9D659-590B-40CA-85C6-4FA2FEE9lF35
<br /> Z`
<br /> I I I I I`1 11ulululul iq 1,111
<br /> '9616 NE E)
<br /> civil or military authority, governmental priorities,fires,floods, strikes, unavailability of labor, materials, or energy
<br /> sources, delay in transportation, riots or war.
<br /> 15. Record Retention. If required by regulations now or hereafter issued by the Centers for Medicare& Medicaid
<br /> Services(formerly known as the Health Care Financing Administration)pursuant to Section 952 of the Omnibus
<br /> Reconciliation Act of 1980 (Section 1861(v)(1)(1)of the Social Security Act[42 U.S.C. § 1395(x)(v)(1)(I)],42
<br /> C.F.R. §§420.300-420.304), as amended, and the regulations promulgated thereunder, the books and records of
<br /> ZirMed necessary to certify the nature and extent of costs associated with ZirMed's performance of services
<br /> under this contract shall be maintained and preserved by ZirMed for such period of time as provided by law so as
<br /> to be available for and subject to inspection and review by appropriate agencies of the United States. In addition,
<br /> if and to the extent that ZirMed uses the services of a related organization to provide services hereunder, ZirMed
<br /> will require such related organization to maintain, preserve and make available its books and records to the
<br /> same extent that ZirMed is so required. In the event that this Agreement is not subject to the provisions of
<br /> Section 952 or regulations promulgated hereunder, this section of the Agreement shall be null and void except
<br /> that ZirMed shall comply with all applicable requirements of Chapter 132 of the North Carolina General Statutes.
<br /> The provisions of this Section shall survive the expiration or termination of this Agreement.
<br /> 16. Independent Contractors. ZirMed and Customer are independent contractors and nothing in this Agreement shall
<br /> be construed as creating a partnership,joint venture or agency relationship between ZirMed and Customer.
<br /> 17. Governing Law. This Agreement shall be governed by the laws of the State of North Carolina,without giving
<br /> effects to conflicts of laws provisions.The parties agree that the Uniform Computer Information Transactions Act
<br /> or any version thereof, adopted by any state, in any form ("UCITA"), shall not apply to this Agreement. To the
<br /> extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA pursuant to the opt-out
<br /> provision(s)contained therein. North Carolina General Statute 143-133.3 requires political subdivisions of North
<br /> Carolina to verify all contractors are in compliance with E-verify. By executing this Agreement ZirMed
<br /> acknowledges it is, and its subcontractors are, in compliance with Article 2 of Chapter 64(E-verify requirements)
<br /> of the North Carolina General Statutes.
<br /> 18. Entire Agreement. This Agreement sets forth all the representations, promises and understandings between
<br /> Customer and ZirMed on the matters set forth herein. If any part or parts of this Agreement are held to be invalid,
<br /> illegal or unenforceable, such part will be treated as severable, and the remaining parts of the Agreement shall
<br /> continue to be valid and enforceable as to the parties hereto.
<br /> 19. Indemnification by ZirMed. ZirMed will indemnify and defend Customer against any claim by third parties that
<br /> Customer's use of any of ZirMed Services as authorized hereunder infringes upon the patent rights, copyrights,
<br /> trademark rights or trade secret rights in the United States of a third party and pay any resulting damage award
<br /> or settlement amount, provided that: (i)such claim does not arise out of Customer's misuse of ZirMed Services;
<br /> (ii)Customer within a reasonable time notified ZirMed in writing of such claim; (iii)ZirMed will have sole control of
<br /> the defense of any action on such claim and of all negotiations for its settlement or compromise; (iv)Customer
<br /> cooperates with ZirMed in every reasonable way to facilitate settlement or defense of such claims; and (v)should
<br /> such ZirMed Service become or, in ZirMed's opinion, be likely to become, the subject of an infringement claim,
<br /> Customer will permit ZirMed, at ZirMed's expense to procure such right to continue using such Service, replace
<br /> or modify the Service or terminate,without penalty, Customer's use of the affected Service, in which event
<br /> ZirMed will refund to Customer, on a pro-rata basis, any unused prepaid amounts related thereto.
<br /> 20. Indemnification by Customer. To the extent authorized by law, Customer shall indemnify and hold ZirMed, its
<br /> directors, officers, affiliates,agents and employees, harmless from and against any and all losses, liabilities,
<br /> damages or expenses of any type(or claims of damage or liability)asserted against ZirMed and arising out of
<br /> information provided to ZirMed, by customer, or any use or provision thereof to any third party, or any other act
<br /> or inaction of Customer.
<br /> The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
<br /> 10
<br />
|