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(a) in the event the other party commits a material breach of this Agreement <br /> and such breach continues for a period of thirty (30) days following written notice <br /> of such breach ; <br /> (b ) immediately if the other party makes any assignment of assets or business <br /> for the benefit of creditors , or a trustee or receiver is appointed to conduct its <br /> business or affairs , or it is adjudged in any legal proceeding to be in either <br /> voluntary or involuntary bankruptcy ; or <br /> (c) either party advises the other party of its desire to terminate by providing <br /> notice in writing to the other party at least ninety ( 90 ) days prior to the date of <br /> termination . <br /> 7 . 3 Termination by UNCHCS . <br /> ( a) UNCHCS may terminate the access granted to any component of the EMR <br /> System in the event that any license or other agreement under which UNCHCS <br /> acquires rights to such component expires or terminates , in which event UNCHCS <br /> shall refund to CLIENT any prepaid fees attributable to such component for the <br /> terminated portion of the Service Period in which such termination occurs . <br /> (b) UNCHCS may terminate this Agreement for cause upon written notice to <br /> CLIENT if CLIENT fails to pay any amount owed under this Agreement when <br /> due , and fails to cure such breach within sixty (60 ) days after receipt of a notice of <br /> delinquency and demand for payment from UNCHCS . <br /> Termination by CLIENT . <br /> (a) UNCHCS acknowledges that CLIENT is a governmental entity, and the <br /> validity of this Agreement is based upon the availability of public funding under <br /> the authority of its statutory mandate . In the event the public funds are <br /> unavailable and not appropriated for the performance of CLIENT ' s obligations <br /> under this Agreement, then this Agreement will automatically expire <br /> without penalty to CLIENT immediately upon written notice to UNCHCS of the <br /> unavailability and non- appropriation of public funds . <br /> 7 . 4 Transition and Wind- Down . Upon the expiration or termination of this Agreement <br /> for any reason, the parties shall cooperate in good faith to wind- down CLIENT ' s <br /> use of the EMR System and transition CLIENT to another EMR solution of its <br /> choosing (or if permitted by Epic , directly to Epic ) . Except as stated in Section 7 . 5 <br /> below, CLIENT shall bear all costs of selecting, procuring and transitioning to such <br /> alternative EMR solution . In connection with such wind- down, CLIENT shall use <br /> its best efforts to identify , select and procure an alternative EMR solution and shall <br /> transfer to such solution on or prior to the date of expiration or termination of this <br /> Agreement . Upon CLIENT ' s request, provided that CLIENT remains current with <br /> its payment obligations , and except where this Agreement is terminated by <br /> 9 <br />