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8 <br />July 2024 <br /> <br />(h) Assignment. No Party may assign its respective rights and obligations under this <br />Agreement without the prior written consent of the other Party. <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. No change, waiver or <br />discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver <br />of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on <br />any other occasion. <br /> <br />(j) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH or <br />the HIPAA Rules 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 Rules. The parties agree that, if any documentation <br />of the arrangement pursuant to which Business Associate provides services to Covered Entity contains <br />provisions relating to the use or disclosure of Protected Health Information that are more restrict ive than <br />the provisions of this Agreement, the more restrictive provisions will control. The provisions of this <br />Agreement are intended to establish the minimum requirements regarding Business Associate’s use and <br />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 />Rules, such party shall notify the other party in writing. For a period of up to (30) thirty days, the parties <br />shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it <br />into compliance. If, after such thirty-day period, a party believes in good faith that the Agreement fails to <br />comply with the HIPAA Rules, then either party has the right to terminate upon written notice to the other <br />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 a nd shall be delivered to <br />the Party at the address below: <br />For Covered Entity: For Business Associate: <br />Orange County Chien-Chun Cindy Chen <br />P.O. Box 8181 Chinese Interpreter & Translator <br />Hillsborough, NC 27278 111 Tealight Lane. <br /> Cary, NC 27513 <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 <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 principles of conflicts of law. Jurisdiction shall be Orange County, <br />Docusign Envelope ID: 3519FBA3-52DB-47F0-A3DC-C75BE9147410 <br />In Process <br />Docusign Envelope ID: 0D846F40-DC5E-4C10-9ADD-A00E02B193BA