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5 <br />Section 9. Responsibility for Compliance. <br /> Each party shall be responsible for its own acts and omissions and for compliance <br />with its respective obligations under this Agreement and applicable law. Nothing in this <br />Agreement shall be construed to require either party to indemnify the other or to waive any <br />governmental immunities or defenses available under North Carolina law. <br />Section 10. Miscellaneous. <br />10.1 Survival. The respective rights and obligations of the Parties under <br />Sections 7 (Audit and Inspection), 8.3 (Effect of Termination), 9 (Indemnification) and 10 <br />(Miscellaneous) will survive termination of this Agreement indefinitely. <br />10.2 Amendments. This Agreement constitutes the entire agreement <br />between the Parties with respect to its subject matter. It may not be modified, nor will any <br />provision be waived or amended, except in a writing duly signed by authorized <br />representatives of the Parties. Notwithstanding the foregoing, Covered Entity may amend <br />this Agreement upon written notice to Business Associate if the amendment is necessary to <br />comply with a statutory or regulatory requirement. <br />10.3 Waiver. A waiver with respect to one event will not be construed as <br />continuing, or as a bar to or waiver of any right or remedy as to subsequent events. <br />10.4 Compliance with HIPAA. Any ambiguity in this Agreement will be <br />resolved in favor of a meaning that permits the Parties to comply with HIPAA. The Parties <br />agree to amend this Agreement from time to time as necessary for the Parties to comply with <br />the requirements of HIPAA. <br />10.5 No Third Party Beneficiaries. Nothing express or implied in this <br />Agreement is intended to confer, nor will anything herein confer, upon any person other than <br />the Parties and their respective successors and permitted assigns, any rights, remedies, <br />obligations or liabilities whatsoever. <br />10.6 Notices. Any notice to be given under this Agreement to a Party will be <br />made via U.S. Mail, commercial courier or hand delivery to such Party at its address given <br />below, and/or via facsimile to the facsimile telephone number listed below, or to such other <br />address or facsimile number as will hereafter be specified by notice from the Party. Any such <br />notice will be deemed given when so delivered to or received at the proper address. <br />If to Business Associate, to: If to Covered Entity to: <br />Piedmont Health Services, Corporate Office Orange County Health Dept. <br />88 Vilcom Center Dr., Ste 110 PO Box 8181, 300 W. Tryon St. <br />Chapel Hill, NC 27514 Hillsborough, NC 27278 <br />Attention: Daniella Jaimes-Colina, PhD Attention: Ashley Rawlinson <br />Docusign Envelope ID: 1EF8AF85-BDAA-4C06-85CF-46E260B29929