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Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-596872lC4755 <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 /> (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 /> 0) 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 /> (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 restrictive 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 /> (1) 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 /> (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 Propio LS,LLC <br /> P.O. Box 8181 Christopher Pesce,CFO <br /> Hillsborough,NC 27278 10801 Mastin St., Suite 580 <br /> Overland Park,KS 66210 <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 /> (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 /> 8 <br /> July 2024 <br />