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or discharge of any liability or obligation hereunder on any one or more occasions shall be <br /> deemed a waiver of performance of any continuing or other obligation, or shall prohibit <br /> enforcement of any obligation, on any other occasion . <br /> To the extent that any terms of this Agreement and the underlying Arrangement Agreement (or <br /> any other agreement between the parties) conflict, the terms of this Agreement shall control . <br /> Notwithstanding the foregoing , the parties agree that, in the event that any written agreement <br /> between the parties contains greater restrictions on the use or disclosure of Protected Health <br /> Information than provided in this Agreement„ the more restrictive use and disclosure provisions <br /> will control . The provisions of this Agreement are intended to establish the minimum <br /> requirements regarding Business Associate ' s use and disclosure of Protected Health Information . <br /> In the event that any provision of this Agreement is held by a court of competent jurisdiction to <br /> be invalid or unenforceable , the remainder of the provisions of this Agreement will remain in full <br /> force and effect . In addition, in the event a party believes in good faith that any provision of this <br /> Agreement fails to comply with the then- current requirements of the HIPAA Rules , such party <br /> shall notify the other party in writing . For a period of up to thirty days , the parties shall address <br /> in good faith such concern and amend the terms of this Agreement, if necessary to bring it into <br /> compliance . If, after such thirty- day period, a party believes in good faith that the Agreement <br /> fails to comply with the HIPAA Rules , then either party has the right to terminate upon written <br /> notice to the other party . <br /> Covered Entity makes no warranty or representation that compliance by Business Associate with <br /> this Agreement, HIPAA, HITECH , or the HIPAA Regulations will be adequate or satisfactory <br /> for Business Associate ' s own purposes . Business Associate is solely responsible for all decisions <br /> made by Business Associate regarding the safeguarding of Protected Health Information . <br /> Business Associate shall make itself, and any subcontractors , employees , affiliates or agents <br /> assisting Business Associate in the performance of its obligations under this Agreement, <br /> available to Covered Entity, at no cost to Covered Entity, to testify as witnesses , or otherwise , in <br /> the event of litigation or administrative proceedings being commenced against Covered Entity, <br /> its directors , officers or employees based upon a claimed violation of HIPAA, HITECH , the <br /> HIPAA Regulations , or other laws relating to security and privacy, except where Business <br /> Associate or its subcontractor, employee or agent is named adverse party . <br /> Covered Entity owns all right , title , and interest in and to the Protected Health Information and <br /> Business Associate does not hold and will not acquire by virtue of this Agreement or by virtue of <br /> providing goods or services to Covered Entity, any right, title , or interest in or to the PHI or any <br /> portion thereof. <br /> Business Associate expressly acknowledges and agrees that the breach , or threatened breach, by <br /> it of any provision of this Agreement may cause covered entity to be irreparably harmed and that <br /> Covered Entity may not have an adequate remedy at law . Therefore , Business Associate agrees <br /> Exhibit C - 7 <br />