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9 <br />(a) in the event the other party commits a material breach of this Agreement <br />and such breach continues for a period of thirty (30) days following written notice <br />of such breach; <br />(b) immediately if the other party makes any assignment of assets or business <br />for the benefit of creditors, or a trustee or receiver is appointed to conduct its <br />business or affairs, or it is adjudged in any legal proceeding to be in either <br />voluntary or involuntary bankruptcy; or <br />(c) either party advises the other party of its desire to terminate by providing <br />notice in writing to the other party at least ninety (90) days prior to the date of <br />termination. <br />7.3 Termination by UNCHCS. <br />(a) UNCHCS may terminate the access granted to any component of the EMR <br />System in the event that any license or other agreement under which UNCHCS <br />acquires rights to such component expires or terminates, in which event UNCHCS <br />shall refund to CLIENT any prepaid fees attributable to such component for the <br />terminated portion of the Service Period in which such termination occurs. <br />(b) UNCHCS may terminate this Agreement for cause upon written notice to <br />CLIENT if CLIENT fails to pay any amount owed under this Agreement when <br />due, and fails to cure such breach within sixty (60) days after receipt of a notice of <br />delinquency and demand for payment from UNCHCS. <br /> Termination by CLIENT. <br /> <br /> (a) UNCHCS acknowledges that CLIENT is a governmental entity, and the <br /> validity of this Agreement is based upon the availability of public funding under <br /> the authority of its statutory mandate. In the event the public funds are <br /> unavailable and not appropriated for the performance of CLIENT’s obligations <br /> under this Agreement, then this Agreement will automatically expire <br /> without penalty to CLIENT immediately upon written notice to UNCHCS of the <br /> unavailability and non-appropriation of public funds. <br /> <br />7.4 Transition and Wind-Down. Upon the expiration or termination of this Agreement <br />for any reason, the parties shall cooperate in good faith to wind-down CLIENT’s <br />use of the EMR System and transition CLIENT to another EMR solution of its <br />choosing (or if permitted by Epic, directly to Epic). Except as stated in Section 7.5 <br />below, CLIENT shall bear all costs of selecting, procuring and transitioning to such <br />alternative EMR solution. In connection with such wind-down, CLIENT shall use <br />its best efforts to identify, select and procure an alternative EMR solution and shall <br />transfer to such solution on or prior to the date of expiration or termination of this <br />Agreement. Upon CLIENT’s request, provided that CLIENT remains current with <br />its payment obligations, and except where this Agreement is terminated by <br />11