2019-303-E Emergency Svc - NCHIEA participation agreement

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20 15.09. Compliance with Laws. Each Party shall, at all times, fully comply with all Applicable Law relating to this Agreement, the Transaction of Message Content for a Permitted Purpose, and the use of Message Content. 15.10. Absence of Final Orders. Each Participant hereby represents and warrants that, as of the Effective Date, it is not subject to a final order issued by any federal, State, local or international court of competent jurisdiction or regulatory or law enforcement organization, which will materially impact the Participant’s ability to fulfill its obligations under this Agreement. Each Participant shall inform NC HIEA if at any point during the term of this Agreement it becomes subject to such an order. 16. Confidential Information. 16.01. Confidential Participant Information. Each Receiving Party shall hold all Confidential Participant Information in confidence and agrees that it shall not, during the term or after the termination of this Agreement, redisclose to any person or entity, nor use for its own business or benefit, any information obtained by it in connection with this Agreement, unless such use or redisclosure is permitted by the terms of this Agreement. 16.02. Application of the North Carolina Public Records Act. NC HIEA may receive from Participant certain confidential types of information described in N.C.G.S. §132-1 et seq. and Section 2.06, which NC HIEA shall protect in accordance with Section 16.01. Participant may designate data and information as confidential, consistent with and to the extent permitted under Applicable Law, by marking the top and bottom of pages containing confidential information with a legend in boldface type “CONFIDENTIAL” or by identifying electronically supplied information as “CONFIDENTIAL.” NC HIEA shall promptly notify Participant of a public record request involving information that Participant has deemed confidential pursuant to this Agreement. Participant must then notify NC HIEA in writing whether to disclose the information or to restrict disclosure. The Parties shall cooperate and assist each other in preparing an appropriate response to the request or action, if the records responsive to the request include Confidential Submitter Information. If an action is brought pursuant to N.C.G.S. §132-9 to compel NC HIEA to disclose information marked confidential, NC HIEA shall provide Participant prompt written notice of such action. If the Participant has requested in writing that NC HIEA not disclose the Confidential Participant Information, Participant shall promptly intervene in the action through its counsel and participate in defending NC HIEA, including any public official(s) or public employee(s). The Participant agrees that it shall hold NC HIEA and any official(s) and individual(s) harmless from any and all damages, costs, and attorneys’ fees awarded against NC HIEA in the action. NC HIEA shall have the right, at its option and expense, to participate in the defense of the action through its counsel. NC HIEA shall have no liability to Participant with respect to the disclosure of Confidential Participant Information ordered by a court of competent jurisdiction pursuant to N.C.G.S. §132-9 or other applicable law. 17. Disclaimers. 17.01. Reliance on a System. Each Participant acknowledges and agrees that: (i) the HIE Data and Message Content received or provided by, or through, its System is drawn from numerous sources, and (ii) it can only confirm that, at the time Message Content is Transacted, the information and Message Content Transacted are an accurate representation of data contained in, or available through, its System. Nothing in this Agreement shall be deemed to impose responsibility or liability on a Participant related to the clinical accuracy, content or completeness of any HIE Data or Message Content provided pursuant to this Agreement. The Participants acknowledge that other Participants’ Digital Credentials may be activated, suspended or revoked at any time or the Participant may DocuSign Envelope ID: 47B4445A-C7CA-4D2E-9075-2AFD82F82DEC