2008-062 Health Dept - Ginger Mann Dental Preschool Screening

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7. This Agreement shall run for a period of one year from the 1st day of July 2008 to the 30th day of June 2009 and shall be renewable upon written notice executed by both parties. Exact days to work shall be prearranged by OCHD and Provider. 8. In connection with Provider's activities as Coordinator of the Campaign and Project, Provider agrees to abide by all applicable federal, state and loca- confidentiality and privacy laws, policies and procedures. Provider will not divulge confidential information to unauthorized persons. Provider understands that if Provider wrongfully discloses such information, Provider may be subject to disciplinary action. Provider further understands that Provider may be liable and subject to litigation for money awards for damages. Provider understands that if Provider should have any questions regarding OCHD's confidentiality policies and procedures, Provider will seek clarification from OHCD Health Director. Provider agrees to abide by and hereby enters into the OCHD's standard Health Insurance Portability and Accountability Act of 1996 (HIPAA) Business Associate Agreement, which is attached hereto and incorporated herein by reference. 9. Independent Contractor. The Provider shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant or employee of Orange County or the OCHD. Provider shall have exclusive control of and the exclusive right to control the details of the services and work performed herewith and all persons performing the same and working herein shall be construed as creating a partnership or joint venture between Orange County or the OCHD and Provider. Provider shall not be considered an officer, agent, servant or employee of Orange County or OCHD, nor shall Provider be entitled to any benefits available or granted to employees of Orange County or OCHD. 10. This Agreement or its renewals may be terminated at any time without Penalty by either party provided that notice of such termination is furnished to the other party in time to properly arrange for professional coverage. 11. This Agreement contains the entire understanding of the parties and shall not be altered, amended or modified, except by an agreement in writing executed by the duly authorized officials of both parties. 12. The laws of North Carolina shall govern the validity and interpretations of the provisions, terms and conditions of the Agreement. 13. Provider shall obtain, at her sole expense, worker's compensation insurance (to the extent the same is required by North Carolina law) and auto liability insurance in the amounts required by the County's Risk Manager. Such insurance shall name the County as Additional Insured under the Auto Liability policy. -Certificates of insurance shall be provided to the County's Risk Manager prior to Provider performing services under this Agreement. 14. Provider agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or misconduct of the Provider, except to the extent same are caused by the negligence or S:\Managers Working Files\Contracts\DENTAL\Smart Start Dental Sub-Contracts\Ginger Mann contract 08-09 v.3.docl 1/18/200812:23 PM Page 3 of 4