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2 <br /> <br />the North Carolina Medical Care Commission and subsequently provide approval documentation <br />to the Recipient. <br />4.4.Recipient will report to County any use or disclosure of the Data not provided for by this <br />Agreement of which Recipient becomes aware. Such report shall be made to the contact noted <br />in this Agreement as soon as reasonably possible, but, in any event, no later than five (5) <br />business days from the date on which Recipient becomes aware that the Data have been used or <br />disclosed in a manner not provided for by this Agreement. As a condition of continued access to <br />Data, Recipient will fully cooperate with any remediation that County, in its sole discretion, <br />determines is necessary to (i) address any applicable reporting requirements; and (ii) mitigate <br />any effects of such unauthorized use or disclosure of the Data, including, without limitation, <br />measures necessary to restore goodwill with stakeholders, including research subjects, <br />collaborators, governmental authorities, and the public. <br />4.5.Recipient will not attempt to identify the individuals whose information is contained in any Data <br />transferred pursuant to this Agreement or attempt to contact those individuals. <br />4.6.County will hold any agent of the Recipient, including any permitted subcontractor, to the <br />standards, restrictions, and conditions stated in this Agreement with respect to the Data. <br />5. Term and Termination.This Agreement shall be effective as of the Effective Date and shall <br />remain in effect as long as Recipient retains the Data. Either Party may terminate this Agreement with or <br />without cause upon thirty (30) days’ written notice to the other Party. County may terminate this <br />Agreement immediately, with no advance notice to Recipient, if County has any reason to believe that <br />Recipient has violated this Agreement, including, but not limited to, unauthorized access to County <br />information or systems not within the definition of Data or using Data inconsistent with the Purpose. <br />Upon termination of this Agreement, Recipient agrees to destroy and make no further use of the Data. <br />6. Entire Agreement.This Agreement contains all of the terms and conditions agreed upon by the <br />Parties regarding the subject matter of this Agreement and supersedes any prior agreements, oral or <br />written, and all other communications between the Parties relating to such matters. <br />7. Severability. If any provision of this Agreement is determined to be invalid, such determination <br />shall not affect the validity of the remaining provisions. <br />8. Waiver. The waiver by any Party of any provision or breach of this Agreement shall not operate <br />or be constructed as a waiver of any other provision or subsequent breach. <br />9. Amendments. This Agreement may be amended or modified only with mutual written consent of <br />the Parties. <br />10. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the <br />laws of the State of North Carolina and Orange County. Recipient shall at all times remain in compliance <br />with all applicable local, state, and federal laws, rules, and regulations including but not limited to all <br />state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- <br />Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by <br />reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this <br />requirement is a breach of this Agreement and County may immediately terminate this Agreement <br />without further obligation on the part of the County. This paragraph is not intended to limit and does not <br />limit the definition of breach to discrimination. By executing this Agreement Recipient certifies that <br />Recipient has not been identified, and has not utilized the services of any agent or subcontractor <br />identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this <br />Agreement Recipient certifies that Recipient has not been identified, and has not utilized the services of <br />DocuSign Envelope ID: B1973876-87EE-498D-AA8D-5852F1A5F3B2