2016-163-E Health - StarPoint Global Services for scanning of medical records

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DocuSign Envelope ID: DB0158A0-1139-48CD-8576-549C07AE1795 16. MISCELLANEOUS-All schedules, if any, attached hereto are hereby incorporated by reference and made a part hereof. The term "agreement" as used herein shall be deemed to include all such schedules. All words and phrases in this agreement shall be construed to include the singular or plural number, and the masculine, feminine or neuter gender, as the context requires. This agreement(together with any schedules attached and documents incorporated herein) constitutes the entire agreement between the parties, oral or written between the parties. This agreement may not be assigned by Client without the consent of Company. No modification of this agreement,except changes to Company's rate schedule, as provided for herein, shall be binding unless in writing,attached hereto,and signed by the party against which it is sought to be enforced. No waiver of any right or remedy shall be effective unless in writing and nevertheless, shall not operate as a waiver of any other right or remedy on a future occasion. Every provision of this agreement is intended to be severable. If any term or provision is illegal, invalid or unenforceable, there shall be added automatically as part of this agreement,a provision as similar in terms as necessary to render such provision legal, valid and enforceable. This agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Client agrees that any action or proceeding arising out of or related in any way to this agreement shall be brought solely in a Court of competent jurisdiction sitting in Hillsborough, Orange County, North Carolina. Client hereby irrevocably and unconditionally consents to the jurisdiction of such court and hereby irrevocably and unconditionally waives any defense of an inconvenient forum to the maintenance of any action or proceeding in such court,any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any party thereto. Nothing in this agreement shall be deemed or construed to constitute or create a partnership, association, joint venture, or agency between the parties hereto. Each party to this contract has the right to terminate contract upon 30 days notice. 17. HIPAA. The Parties hereby agree to the terms and conditions of the Business Associate agreement, attached as Exhibit C and fully incorporated herein. Medicare Access to Records. Each party shall keep, and allow the other party reasonable access to, full and accurate books and records of all services rendered hereunder. Further, to the extent required by Section 1395x(v)(1)(I)of Title 42 of the United States Code,until the expiration of four years after the termination of this Agreement, Contractor shall, upon written request, make available to the Secretary of the United States Department of Health and Human Services, or to the Comptroller General of the United States General Accounting Office, or to any of their duly authorized representatives, a copy of this Agreement and such books, documents, and records as are necessary to certify the nature and extent of the costs of the services Contractor provided under this Agreement. CLIENT STARPOINT GLOBAL SERVICES Name: C 4P Name: Ri ,l2PW :Jr. vt , � Jr. Signature Signature: � aQ Title: Orange County Health Director Title: Director of Business Development Date: 1/28/2016 Date: 1/28/2016 16