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24 <br /> <br />independent right to Transact Message Content through another Participant). NC HIEA shall revoke <br />a terminated Participant’s Digital Credentials, which will terminate Participant’s ability to Transact <br />Message Content. Once NC HIEA revokes the Participant’s Digital Credentials, NC HIEA shall <br />provide a notice of such revocation to the remaining Participants. In the event that any Participant(s) <br />is terminated, this Agreement will remain in full force and effect with respect to all other Participants. <br />19.06. Disposition of Message Content on Termination. At the time of termination, Recipient may, at its <br />election, retain Message Content on Recipient’s System in accordance with the Recipient’s document <br />and data retention policies and procedures, Applicable Law, and the terms and conditions of this <br />Agreement. <br />19.07. Availability of Funds. The HIE Features are expressly contingent upon and subject to the <br />appropriation, allocation, and availability of funds to NC HIEA for the purposes set forth in this <br />Agreement. Notwithstanding NC HIEA’s authority to become self -supporting, HIE Features and <br />operations funded in whole or in part by federal funds or appropriations by the N.C. General <br />Assembly shall be subject to and contingent upon the continuing availability of such funds for the <br />purposes of this Agreement. If funds to support NC HIEA operations or HIE Features are not <br />available, NC HIEA will provide written notification to Participant together with notice of <br />termination. NC HIEA shall have no liability or continuing obligation if this Agreement is <br />terminated for lack of available funds. <br />20. Dispute Resolution. <br />20.01. General. The Parties acknowledge that it may be in their best interest to resolve Disputes through <br />an alternative Dispute Resolution Process rather than through civil litigation. The Parties have <br />reached this conclusion based upon the fact that the legal and factual issues involved in this <br />Agreement are unique, novel, and complex and limited case law exists which addresses the legal <br />issues that could arise from this Agreement. Except in accordance with Section 20.02, if a Party <br />refuses to participate in the Dispute Resolution Process, such refusal shall constitute a material <br />breach of this Agreement and may be grounds for termination in accordance with Section 19.04. <br />During the time the Parties are attempting to resolve any dispute, each shall proceed diligently to <br />perform their respective duties and responsibilities under this Agreement. If a dispute cannot be <br />resolved between the Parties within thirty (30) days after delivery of notice, either Party may elect <br />to exercise any other remedies available under this Agreement, or at law; or invite the other party to <br />submit the matter to mediation. <br />20.02. Immediate Injunctive Relief. Notwithstanding Section 20.01, a Party may be relieved of its <br />obligation to participate in the Dispute Resolution Process if such Party (i) believes that another <br />Party’s acts or omissions create an immediate threat to the confidentiality, privacy or security of <br />Message Content or will cause irreparable harm to another party (Participant, Authorized User, the <br />integrity or operation of NC HealthConnex, or consumer) and (ii) pursues immediate injunctive relief <br />against such other Participant in a court of competent jurisdiction. The Party pursuing immediate <br />injunctive relief must provide a Notification to the other Party of such action within 24 hours of filing <br />for the injunctive relief and of the result of the action within 24 hours of learning of same. <br />20.03. If the injunctive relief sought in Section 20.02 is not granted and the Party seeking such relief chooses <br />to pursue the Dispute, the Parties must then submit to the Dispute Resolution Process in accordance <br />with this Section 20.03. If both Parties agree to submit the matter to mediation, the following actions <br />shall be taken: <br />a. Each Party shall recommend a mediator certified by the North Carolina Courts after first <br />determining that the recommended mediator, and said mediator’s firm, if any, have no conflict <br />DocuSign Envelope ID: 47B4445A-C7CA-4D2E-9075-2AFD82F82DEC