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8 <br />April 2016 <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) <br />thirty 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 /> <br />For Covered Entity: For Business Associate <br />Orange County Office of Equity & Inclusion United Language Group, Inc. <br />ATTN: Chief Equity & Inclusion Officer Nicholas McMahon, CEO <br />Hillsborough, NC 27278 1550 Utica Avenue South, Suite 420 <br /> Minneapolis, MN 55416 <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 <br />or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at variance <br />with any provisions of this Agreement shall affect, or constitute a waiver of, any Party’s right to demand <br />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 />Homeland Security and other federal agencies, or any successor or equivalent program used to verify the <br />work authorization of newly hired employees pursuant to federal law. Where applicable, failure to maintain <br />compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes shall <br />Docusign Envelope ID: 0DE7F7A4-AE6C-4BF0-A572-9B8DC9166D2C