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4. This Agreement shall run from July 1, 2016 through June 30, 2017 (the "Term "), and <br />may be renewed thereafter upon the mutual written agreement of the parties hereto. Either party may <br />terminate this Agreement without cause upon sixty (60) days' written notice to the other party. In the <br />event of such termination, any payment due shall be prorated to the date of termination. <br />5. The University Personnel providing services under this Agreement are employees of the <br />University for all purposes. <br />6. Each party shall comply with all laws, ordinances, codes, rules, regulations, and licensing <br />requirements that are applicable to the conduct of its business and the performance of this Agreement, <br />including those of federal, state, and local agencies having jurisdiction and/or authority. <br />7. Pursuant to 42 U.S.C. § 1395x (v)(1)(I), the University shall provide the Secretary of the <br />Department of Health and Human Services and the Comptroller General of the United States (or their <br />representatives) access to this Agreement and to its books, documents, and records necessary to verify the <br />nature and extent of the cost of the Services provided under this Agreement. If the University carries out <br />any of the duties of this Agreement with a subcontract with a value of ten thousand dollars ($10,000) or <br />more in any twelve (12) month period, with a related organization, the subcontract shall contain a clause <br />providing the same access to the subcontractor's agreement and books, documents, and records as is <br />provided by the first sentence of this Section. <br />8. The University may not subcontract any of the duties of this Agreement without the <br />express written consent of OCDOA. <br />9. The OCDOA and the University hereby agree that in their educational and/or <br />employment practices each will comply with such nondiscrimination laws as may be applicable to it in <br />the performance of this Agreement. <br />10. Except upon the express written consent of the other party or as required by law, the <br />University and OCDOA agree not to disclose any Confidential Information (as defined hereafter) that <br />concerns or relates to the obligations and operations of each party under the terms of this Agreement, to <br />persons other than the following: (i) accountants, attorneys or management of either University or <br />OCDOA having a need to know and who are bound by confidentiality restrictions; (ii) members of state <br />or federal survey, licensing or accrediting agencies, as applicable; and (iii) third parties entitled to such <br />information in conjunction with judicial, administrative, and other similar legal proceedings in which <br />such information is not privileged and must be disclosed. For purposes of this Agreement, the term <br />"Confidential Information" shall be defined to include, but not be limited to, all University and OCDOA <br />financial information (including, but not limited to, managed care contracting procedures and strategies, <br />managed care reimbursement rates, and third party payor reimbursement procedures), strategic, business, <br />and marketing plans, credentialing information and utilization information. This provision shall not be <br />applicable to information made public through any means, other than an act or omission of the University <br />or OCDOA. The University's and OCDOA's compliance with this Section 10 is subject to the provisions <br />of the North Carolina Public Records Act. University agrees to require University Personnel to sign <br />acknowledgement of this Agreement, including the confidentiality restrictions of this Section 10. <br />11. This Agreement contains the entire understanding of the parties with respect to the <br />subject matter hereto and shall not be altered, amended, or modified without the written consent of the <br />duly authorized official of each party. This Agreement may be executed in any number of counterparts, <br />each of which shall be deemed an original, but all of which shall together constitute one and the same <br />instrument. The parties agree that copies or electronic versions of this Agreement shall have the same <br />force and effect as the original executed copies. <br />{00095263.DOCX} <br />