2018-251-E Human Resources - Select Physical Therapy

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DocuSign Envelope ID: EAE3745D -23C6- 4352- A3D7- 9903DCB5D084 may be deemed public records and subject to disclosure, in whole or in part, pursuant to the 'North Carolina Public Records Law. Company will provide WorkSTHTIS with prompt notice of any intended disclosures or requests for disclosure pursuant to the North Carolina Public Records Law and an appropriate opportunity to seek protection of the Confidential Information consistent with all applicable laws and regulations. Should a public records request be made for information WorkSTEPS claims is proprietary in nature, Company will, within a reasonable time, notify WorkSTEPS of such public records request. WorkSTEPS shall, within five (5) business days of said notification provide notice that it does or does not object to the Company disclosing the requested information pursuant to the subject public records request. If WorkSTEPS objects to the disclosure of the requested information, WorkSTEPS agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the Company for its refusal to disclose Confidential Information. WorkSTEPS agrees that if any such complaint or claim is filed it will indemnify Company and will reimburse Company for any and all damages awarded against Company its refusal to disclose the requested information. WorkSTEPS agrees that it releases Company from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the release or disclosure or failure by the Company to release or disclose Confidential Information. WorkSTEPS further agrees that it waives the right to file any court action for any such release, disclosure, or failure to release or disclose Confidential Information. 21. Entire Agreement and Signatures: The Parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the Parties unless and until modified in writing and signed by the Parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 22. Governing Law. This Agreement and the duties, responsibilities, obligations, and rights of respective Parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. 23. Non- Appropriation. Provider and WorkSTEPS acknowledge that Company is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Company's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Company immediately upon written notice to Provider of the unavailability and non - appropriation of public funds. IN WITNESS WHEREOF, Orange County, WorkSTEPS and the Provider have signed this Agreement, effective as of the day first written above. THIS DAY OF 2018 E P Gt �OacuSigned by: L1 aaU4kr 382B33097218496... L:)Y. President Vitle: Peter Gallaher Printed Signature DocuSigned by: 0637994B755E477... Ay. County Manager I itle: Bonnie Hammersley 11nnted Signature