2019-303-E Emergency Svc - NCHIEA participation agreement

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19 Participant shall have executed this Agreement and returned an executed copy of this Agreement to NC HIEA. In doing so, the Participant affirms that it has full power and authority to enter into and perform this Agreement and has taken whatever measures necessary to obtain all required approvals or consents in order for it to execute this Agreement. The representatives signing this Agreement on behalf of the Participants affirm that they have been properly authorized and empowered to enter into this Agreement on behalf of the Participant and any Participating Entities. 15.03.Compliance with this Agreement. Except to the extent prohibited by Applicable Law, each Part\shall comply fully with all provisions of this Agreement. To the extent that a Participant delegates its duties under this Agreement to a third party (by contract or otherwise) and such third party will have access to Message Content and NC HealthConnex Resources, that delegation shall be in writing and require the third party, prior to Transacting Message Content with any Participants or accessing and using NC HealthConnex Resources, to agree to the same restrictions and conditions that apply through this Agreement to a Participant. Participant represents and warrants that disclosures to other Participants or third parties as necessary to perform this Agreement are permissible under the Privacy Rule and any other Applicable Law. 15.04.Agreements with Technology Partners. To the extent that the Parties use technology partners or subcontractors in connection with the Participant’s submission of HIE Data or Transaction of Message Content, each Party affirms that it has valid and enforceable agreements with each of its technology partners, including HISPs, that require the technology partner to, at a minimum: (i) comply with Applicable Law; (ii) protect the privacy and security of any HIE Data or Message Content to which it has access; (iii) as soon as reasonably practicable after determining that a HIPAA Breach or Security occurred, report such Breach to the Party; and (iv) reasonably cooperate with the other Party and other Participants on issues related to this Agreement, under the direction of the Party. 15.05.Accuracy of HIE Data and Message Content. When acting as a Submitter, each Participant, in accordance with Section 17.02, hereby represents that at the time of transmission, the HIE Data and Message Content it provides is (a) an accurate representation of the data contained in, or available through, its System, (b) sent from a System that employs security controls that meet industry standards so that the information and Message Content being transmitted are intended to be free from malicious software, and (c) provided in a timely manner and in accordance with the NC HIEA Policies and Procedures. Other than those representations in Sections 15.05, 15.06, and 15.07, the Submitter makes no other representation, express or implied, about the HIE Data or Message Content. 15.06.Express Warranty of Authority to Submit HIE Data and to Transact Message Content. To the extent each Participant is a Submitter and is submitting HIE Data to NC HIEA or providing Message Content to a Recipient, each Participant represents and warrants that it has sufficient authority to submit such HIE Data or to Transact such Message Content. 15.07.Use of Message Content and NC HealthConnex Resources.Each Participant hereby represents and warrants that it shall use the Message Content and NC HealthConnex Resources only in accordance with the provisions of this Agreement. 15.08.Auditing. Each Party represents that, through its agents, employees, and independent contractors, it shall have the ability to monitor and audit all access to and use of its System related to this Agreement, for system administration, security, and other legitimate purposes. Each Party shall perform those auditing activities required by the NC HIEA Policies and Procedures. DocuSign Envelope ID: 47B4445A-C7CA-4D2E-9075-2AFD82F82DEC