2019-421-E Aging - UNC Partnerships in Aging Ryan LaValley

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DocuSign Envelope ID:4409F8C2-BAB8-4DD2-B2F1-FOEE2E1BA2D6 4. This Agreement shall run from July 1, 2019 through June 30, 2020 (the "Term"), and may be renewed thereafter upon the mutual written agreement of the parties hereto. Either party may terminate this Agreement without cause upon sixty (60) days' written notice to the other party. In the event of such termination, any payment due shall be prorated to the date of termination. 5. The University Personnel providing services under this Agreement are employees of the University for all purposes. 6. Each party shall comply with all laws, ordinances, codes,rules, regulations, and licensing requirements that are applicable to the conduct of its business and the performance of this Agreement, including those of federal, state, and local agencies having jurisdiction and/or authority. 7. Pursuant to 42 U.S.C. § 1395x (v)(1)(I), the University shall provide the Secretary of the Department of Health and Human Services and the Comptroller General of the United States (or their representatives) access to this Agreement and to its books, documents, and records necessary to verify the nature and extent of the cost of the Services provided under this Agreement. If the University carries out any of the duties of this Agreement with a subcontract with a value of ten thousand dollars ($10,000) or more in any twelve (12) month period, with a related organization, the subcontract shall contain a clause providing the same access to the subcontractor's agreement and books, documents, and records as is provided by the first sentence of this Section. 8. The University may not subcontract any of the duties of this Agreement without the express written consent of OCDOA. 9. The OCDOA and the University hereby agree that in their educational and/or employment practices each will comply with such nondiscrimination laws as may be applicable to it in the performance of this Agreement. 10. Except upon the express written consent of the other party or as required by law, the University and OCDOA agree not to disclose any Confidential Information (as defined hereafter) that concerns or relates to the obligations and operations of each party under the terms of this Agreement, to persons other than the following: (i) accountants, attorneys or management of either University or OCDOA having a need to know and who are bound by confidentiality restrictions; (ii) members of state or federal survey, licensing or accrediting agencies, as applicable; and (iii) third parties entitled to such information in conjunction with judicial, administrative, and other similar legal proceedings in which such information is not privileged and must be disclosed. For purposes of this Agreement, the term "Confidential Information" shall be defined to include, but not be limited to, all University and OCDOA financial information (including, but not limited to, managed care contracting procedures and strategies, managed care reimbursement rates, and third party payor reimbursement procedures), strategic, business, and marketing plans, credentialing information and utilization information. This provision shall not be applicable to information made public through any means, other than an act or omission of the University or OCDOA. The University's and OCDOA's compliance with this Section 10 is subject to the provisions of the North Carolina Public Records Act. University agrees to require University Personnel to sign acknowledgement of this Agreement, including the confidentiality restrictions of this Section 10. 11. This Agreement contains the entire understanding of the parties with respect to the subject matter hereto and shall not be altered, amended, or modified without the written consent of the duly authorized official of each party. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. The parties agree that copies or electronic versions of this Agreement shall have the same force and effect as the original executed copies. 2