2019-842 Health - Walgreens drug dispense

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expense , including court costs and reasonable attorneys ' fees , which may arise as a result of the indemnifying party ' s negligent performance of or failure to perform , any term or condition of this Agreement . The obligation to indemnify shall survive termination of this Agreement regardless of the reason for termination . 8 . 10 . Independent Contractor . None of the provisions of this Agreement are intended to create , nor shall they be deemed or construed to create , any relationship between the parties hereto other than that of independent entities contracting solely for the purposes of effecting the provisions of this Agreement . Neither of the parties shall be construed to be the partner, co - venturer, or employee or representative of the other party . 8 . 11 . Notice . Any notice required or given under this Agreement shall be provided in writing sent by U . S . certified mail , return receipt requested , postage prepaid , or by overnight delivery service providing proof of receipt , to the addresses of the parties as set forth below . ORANGE COUNTY HEALTH DEPARTMENT WALGREEN CO . 300 WEST TRYON STREET 104 WILMOT ROAD , MS - 1446 HILLSBOROUGH , NC 27278 DEERFIELD , IL 60015 ATTN : KIMBERLEE QUATRONE , BUSINESS ATTN : 340B LEGAL ( AES ) OFFICER I AND SEND VIA EMAIL TO : Health LawLegaINotices@Walgreens . corn Each party may designate by notice any future or different addresses to which notices will be sent . Notices will be deemed delivered upon receipt or upon refusal to accept delivery . 8 . 12 . Patient Privacy and HIPAA Compliance . The parties recognize that each may be a healthcare provider and a covered entity within the meaning of the federal Health Insurance Portability and Accountability Act ( " HIPAA" ) . The parties agree to protect and respect the patient ' s right to privacy and confidentiality concerning their medical and pharmaceutical records , and to protect all individually identifiable health information as protected health information from misuse or disclosure , in compliance with all applicable state and federal law . Without limiting the generality of the foregoing , the parties agree to use patient - specific information : ( i ) only for permitted treatment , billing and related record - keeping purposes ; or ( ii ) as otherwise permitted by law . In the event that any patient information created , maintained or transmitted in connection with this Agreement is to be transmitted electronically , the parties agree that they shall comply in all respects with the requirements of HIPAA governing electronic transmission of individually identifiable patient information . Failure by either party to abide by these requirements shall be a basis for immediate termination of this Agreement . 8 . 13 . Regulatory Compliance . Each party agrees to comply with applicable federal and state laws and regulations . Covered Entity and Walgreens mutually acknowledge that their intent in entering into this Agreement is solely to facilitate Covered Entity ' s 340B Drug Program . The services provided hereunder are only those necessary in order to fulfill this intent , and all financial arrangements established herein are mutually determined to represent either cost or fair market value for the items and services received . The parties expressly do not intend to take any action that would violate state or federal anti - kickback prohibitions , such as those appearing in Section 1128B of the Social Security Act , 42 USC Section 1320a - 7b . Instead , it is the intention of the parties that this Agreement , and all actions taken in connection herewith , shall to the greatest extent possible be construed to be consistent with the regulatory requirements of the safe harbor for personal services and management contracts appearing 14 of 24 MAT- 63397 OrangeCountyHD -WAG 340B 10312019 ( be ) v1 . 0 © 2019 Walgreen Co . All rights reserved .