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8 <br />October 2013 <br />liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance <br />of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other <br />occasion. <br /> <br />(j) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH <br />or the HIPAA Regulations means the section as it currently is in effect or as amended. <br /> <br />(k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning <br />that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event <br />that any documentation of the arrangement pursuant to which Business Associate provides services to <br />Covered Entity contains provisions relating to the use or disclosure of Protected Health Information that <br />are more restrictive than the provisions of this Agreement, the more restrictive provisions will control. <br />The provisions of this Agreement are intended to establish the minimum requirements regarding Business <br />Associate’s use and disclosure of Protected Health Information. <br /> <br />(l) Severability. In the event any part or parts of this Agreement are held to be <br />unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party <br />believes in good faith that any provision of this Agreement fails to comply with the then-current <br />requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing. <br />For a period of up to (30) thirty days, the parties shall address in good faith such concern and amend the <br />terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party <br />believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule, <br />then either party has the right to terminate upon written notice to the other party. <br /> <br />(m) Notices and Communications. All instructions, notices, consents, demands, or other <br />communications required or contemplated by this Agreement shall be in writing and shall be delivered to <br />the Party at the address below: <br />For Covered Entity: For Business Associate <br />Orange County Health Department El Futuro <br />300 W. Tryon Street 136 E Chapel Hill Street <br />Hillsborough, NC 27278 Durham, NC 27701 <br />Attn: Carla Julian <br />(n) Strict compliance. No failure by any Party to insist upon strict compliance with any <br />terms or provisions of this Agreement, to exercise any option, to enforce any right, or to seek any remedy <br />upon any default of any other Party shall affect, or constitute a waiver of, any Party’s right to insist upon <br />such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that <br />default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at <br />variance with any provisions of this Agreement shall affect, or constitute a waiver of, any Party’s right to <br />demand strict compliance with all provisions of this Agreement. <br /> <br />(o) Governing Law. This Agreement shall be governed and construed in accordance with the <br />laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by <br />HIPAA and without giving effect to principals of conflicts of law. Jurisdiction shall be Orange County, <br />North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this <br />Agreement and the Service Agreement(s). <br /> <br />(p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in <br />Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract <br />with governmental units. E-Verify is a Federal program operated by the United States Department of <br />Homeland Security and other federal agencies, or any successor or equivalent program used to verify the <br />work authorization of newly hired employees pursuant to federal law. Where applicable, failure to <br />maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General <br />Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business <br />DocuSign Envelope ID: 2B948663-DECC-4F62-A773-A5F1DA0DEDEC