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14 <br />13.3 Compliance with Law/Severability. In the event that a party becomes aware in the <br />future that this arrangement does not comport with the requirements of the federal <br />Stark law or the federal anti-kickback laws or other applicable law, that party shall <br />promptly inform the other party of this occurrence and both parties shall meet <br />promptly and endeavor in good faith to take such action as is legally warranted to <br />restore this Agreement to compliance with the law. If the parties are unable to agree <br />within fifteen (15) days (or such lesser time if required by law) to such <br />amendment(s) to this Agreement as will render the offending provision(s) of this <br />Agreement compliant with law, or if a court of competent jurisdiction or other <br />appropriate legal agency or authority determines that any provision of this <br />Agreement is invalid, illegal or unenforceable, that provision(s) of the Agreement <br />shall be deemed stricken from the Agreement and the remainder of the Agreement <br />shall remain in full force and effect. <br />13.4 Audit and Inspection. CLIENT understands and agrees that compliance with this <br />Agreement may be audited by UNCHCS at any time. If requested, CLIENT agrees <br />to promptly and fully cooperate, and to cause its parent(s), affiliates and <br />subsidiaries and its and their Authorized Users, physicians or other healthcare <br />providers, owners, directors, officers, other employees, agents and contractors to so <br />cooperate, in any such audit. <br />13.5 Limitation on Actions. Any cause of action by CLIENT against UNCHCS with <br />respect to this Agreement must be commenced within one (1) year after the accrual <br />thereof or it shall be barred. <br />13.6 No Waiver. No waiver of any breach of any provisions of this Agreement shall <br />constitute a waiver of any prior, concurrent or subsequent breach of the same or any <br />other provisions hereof or thereof, and no waiver shall be effective unless made in <br />writing and signed by the duly authorized representative of the party to be charged. <br />13.7 Notices. All notices that UNCHCS or CLIENT may give to the other pursuant to <br />this Agreement shall be in writing and shall be hand delivered or sent by registered <br />or certified mail postage prepaid, return receipt requested, or by overnight courier <br />service, postage prepaid, (i) if to CLIENT, to the CLIENT Contact set forth in <br />Exhibit A, (ii) if to UNCHCS, to the address set forth above, to the attention of the <br />VP/CIO and the General Counsel, or (iii) to such other address as the receiving <br />party shall designate by written notice given in accordance with this Section. <br />13.8 Assignment; Subcontractors. This Agreement may not be assigned or otherwise <br />transferred by either party without the prior written consent of the other party; <br />provided, however, that either party shall have the right to assign its rights and <br />obligations under this Agreement in connection with a merger, acquisition, or sale <br />or transfer of substantially all of its assets. Any assignment which is not in <br />accordance with this Section will be void. Notwithstanding anything herein to the <br />contrary, UNCHCS may subcontract with other parties for the provision of the <br />EMR System. <br />16