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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 , (1) 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 /> 14 <br />