2018-668-E Health - Planned Parenthood professional services agreement

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DocuSign Envelope ID:32C22978-D1B8-4515-AD1A-21853E88FAA8 one (1) year periods, unless the parties otherwise agree in writing to an earlier termination of this Agreement or this Agreement is earlier terminated as provided herein. 7.2 Termination Without Cause. Either party can terminate this Agreement without cause at any time upon sixty(60)days prior written notice to the other party. 7.3 Termination With Cause. Either party may terminate this Agreement by notice in writing to the other party if the other party materially breaches this Agreement in any manner and such material breach continues for a period of twenty (20) days after written notice is given to the breaching party by the other party specifying the nature of the breach and requesting that it be cured. 8. PPSAT Insurance Requirements. PPSAT shall maintain in full force and effect during the term of this Agreement professional liability insurance covering PPSAT, its employees and agents ("insureds") against all claims arising out of or related to the performance of services by such insureds in connection with this Agreement. Such insurance shall be in coverage amounts of not less than $2 million per incident and $5 million annual aggregate. PPSAT also shall have and shall maintain throughout the term of this Agreement, hazard and general commercial liability insurance for its premises, in such amounts as deemed appropriate by PPSAT. PPSAT also shall have Workers' Comprehensive insurance as required by North Carolina State law. Certificates of insurance shall be given to Orange County upon request. 9. Ownership of and Access to Patient Records. All patient records, case histories and other information prepared or generated by PPSAT pursuant to this Agreement shall belong to and remain the property of PPSAT. PPSAT shall adopt and implement procedures which shall seek to assure maximum confidentiality of all patient records prepared pursuant to this Agreement and shall comply with all applicable federal, state and local laws and regulations relating to the privacy and security of such records, including all applicable sections of the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act, including corresponding regulations. Access to any medical record of a patient shall be controlled by applicable federal, state and local laws and this Agreement. 10. Assignability. This Agreement shall not be assignable by either party. 11. Resolution of Disputes. The parties shall attempt in good faith to resolve any dispute arising out of or in any way connected with this Agreement and/or the relationship which arises hereunder by negotiations between representatives of the parties who have authority to settle the controversy. The parties agree that any dispute arising out of this Agreement which has not been resolved informally shall be brought exclusively in the state or federal courts with jurisdiction over Chapel Hill,North Carolina,and the parties hereby consent to such jurisdiction. 12. Waiver of Breach. The waiver of either party of a breach or violation of any provision of the Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof. 13. Entire Agreement and Signatures. This Agreement constitutes the entire agreement between the parties and supersedes any other agreements between the parties relating to the subject matter herein. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 30843134 v3 4