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8 <br />October 2013 <br />(i) Independent Contractor. None of the provisions of this Agreement are intended to create, <br />nor will they be deemed to create any relationship between the Parties other than that of independent <br />parties contracting with each other solely for the purposes of effecting the provisions of this Agreement <br />and any other agreements between the Parties evidencing their business relationship. This Agreement <br />will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any <br />liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance <br />of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other <br />occasion. <br /> <br />(j) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH <br />or the HIPAA Regulations means the section as it currently is in effect or as amended. <br /> <br />(k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning <br />that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event <br />that any documentation of the arrangement pursuant to which Business Associate provides services to <br />Covered Entity contains provisions relating to the use or disclosure of Protected Health Inf ormation that <br />are more restrictive than the provisions of this Agreement, the more restrictive provisions will control. <br />The provisions of this Agreement are intended to establish the minimum requirements regarding Business <br />Associate’s use and disclosure of Protected Health Information. <br /> <br />(l) Severability. In the event any part or parts of this Agreement are held to be <br />unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party <br />believes in good faith that any provision of this Agreement fails to comply with the then-current <br />requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing. <br />For a period of up to (30) thirty days, the parties shall address in good faith such concern and amend the <br />terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party <br />believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule, <br />then either party has the right to terminate upon written notice to the other party. <br /> <br />(m) Notices and Communications. All instructions, notices, consents, demands, or other <br />communications required or contemplated by this Agreement shall be in writing and shall be delivered to <br />the Party at the address below: <br />For Covered Entity: For Business Associate <br />Orange County Health Department Chapel Hill Training Outreach Project - KidSCope <br />300 W. Tryon Street PO Box 637 <br />Hillsborough, NC 27278 Pittsboro, NC 27312 <br /> <br />(n) Strict compliance. No failure by any Party to insist upon strict compliance with any <br />terms or provisions of this Agreement, to exercise any option, to enforce any right, or to seek any remed y <br />upon any default of any other Party shall affect, or constitute a waiver of, any Party’s right to insist upon <br />such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that <br />default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at <br />variance with any provisions of this Agreement shall affect, or constitute a waiver of, any Party’s right to <br />demand strict compliance with all provisions of this Agreement. <br /> <br />(o) Governing Law. This Agreement shall be governed and construed in accordance with the <br />laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by <br />HIPAA and without giving effect to principals of conflicts of law. Jurisdiction shall be Orange County, <br />North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this <br />Agreement and the Service Agreement(s). <br /> <br />(p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in <br />Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract <br />with governmental units. E-Verify is a Federal program operated by the United States Department of <br />DocuSign Envelope ID: 09C710EC-3DFB-4AC3-977B-18DF4D035521