2019-925-E Emergency Svc - UNC Hospitals data use agreement

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in a manner not provided for by this Agreement. As a condition of continued access to Data, Recipient will fully cooperate with any remediation that Provider, in its sole discretion, determines is necessary to (i) address any applicable reporting requirements; and (ii) mitigate any effects of such unauthorized use or disclosure of the Data, including, without limitation, measures necessary to restore goodwill with stakeholders, including research subjects, collaborators, governmental authorities, and the public. 4.4. Recipient will not attempt to identify the individuals whose information is contained in any Data transferred pursuant to this Agreement or attempt to contact those individuals. 4.5. Recipient will hold any agent of the Recipient, including any permitted subcontractor, to the standards, restrictions, and conditions stated in this Agreement with respect to the Data. 5. Term and Termination. This Agreement shall be effective as of the Effective Date and shall remain in effect as long as Recipient retains the Data. Either Party may terminate this Agreement with or without cause upon thirty (30) days’ written notice to the other Party. Provider may terminate this Agreement immediately, with no advance notice to Recipient, if Provider has any reason to believe that Recipient has violated this Agreement, including, but not limited to, unauthorized access to Provider information or systems not within the definition of Data or using Data inconsistent with the Purpose. Upon termination of this Agreement, Recipient agrees to destroy and make no further use of the Data. 6. Entire Agreement. This Agreement contains all of the terms and conditions agreed upon by the Parties regarding the subject matter of this Agreement and supersedes any prior agreements, oral or written, and all other communications between the Parties relating to such matters. 7. Severability. If any provision of this Agreement is determined to be invalid, such determination shall not affect the validity of the remaining provisions. 8. Waiver. The waiver by any Party of any provision or breach of this Agreement shall not operate or be construced as a waiver of any other provision or subsequent breach. 9. Amendments. This Agreement may be amended or modified only with mutual written consent of the Parties. 10. Governing Law. Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Recipient shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of the Agreement and Provider may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement, Recipient affirms that Recipient is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Recipient certifies that Recipient has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 11. Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or other joint business relationship between the Parties or any of their affiliates. DocuSign Envelope ID: 67D09F08-A3D8-40FB-AAA6-E5D02B7843B5