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8 <br />October 2013 <br /> <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 parties <br />contracting with each other solely for the purposes of effecting the provisions of this Agreement and any <br />other agreements between the Parties evidencing their business relationship. This Agreement will be <br />governed by the laws of the State of North Carolina. No change, waiver or discharge of any liability or <br />obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any <br />continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. <br /> <br />(j) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH or <br />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 Information that <br />are more restrictive than the provisions of this Agreement, the more restrictive provisions will control. The <br />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 unenforceable, <br />the remainder of this Agreement will continue in effect. In addition, in the event a party believes in good <br />faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA <br />Security and Privacy Rule, such party shall notify the other party in writing. For a period of up to (30) thirty <br />days, the parties shall address in good faith such concern and amend the terms of this Agreement, if <br />necessary to bring it into compliance. If, after such thirty-day period, a party believes in good faith that the <br />Agreement fails to comply with the HIPAA Security and Privacy Rule, then either party has the right to <br />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 /> <br /> <br /> <br /> <br />(n) Strict compliance. No failure by any Party to insist upon strict compliance with any terms <br />or provisions of this Agreement, to exercise any option, to enforce any right, or to seek any remedy upon <br />any default of any other Party shall affect, or constitute a waiver of, any Party’s right to insist upon such <br />strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or <br />any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at variance with <br />any provisions of this Agreement shall affect, or constitute a waiver of, any Party’s right to demand strict <br />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 />DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667