2023-505-E-Emergency Svc-Chase Jarvis-Data use agreement

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2 adopted for a health research project by the North Carolina Medical Care Commission and subsequently provide approval documentation to the County. 4.4. Recipient will report to County any use or disclosure of the Data not provided for by this Agreement of which Recipient becomes aware. Such report shall be made to the contact noted in this Agreement as soon as reasonably possible, but, in any event, no later than five (5) business days from the date on which Recipient becomes aware that the Data have been used or disclosed 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 County, 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. 4.5. 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. 4.6. County allows access only to the Recipient, and does not permit a subcontractor access to the Data provided. 5. Term and Termination. This Agreement shall be effective as of the Effective Date and shall remain in effect for 2 years thereafter. This Agreement may be renewed prior to the termination date. Either Party may terminate this Agreement with or without cause upon thirty (30) days’ written notice to the other Party. County may terminate this Agreement immediately, with no advance notice to Recipient, if County has any reason to believe that Recipient has violated this Agreement, including, but not limited to, unauthorized access to County 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. The obligations under Section 4 of this Agreement shall survive any termination. 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 constructed 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 and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. 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 the Orange County Government website Finance Purchasing Division Contract Page located here. Any violation of this requirement is a breach of this Agreement and County 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 DocuSign Envelope ID: 227BDD64-847C-455B-A779-FC60D29F0BFE