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(b) No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party to be charged. 7.1to Parties agree to take such action as is necessary to amend this Agreement front time to time as is necessary for Business Associate and Covered Entity to coinply with the requirements of the 11PA.A'Rules. (c) Any ambiguity in this Agreement shall be resolved in favor of a meaning that pernxits both parties to cornply with the F IPAA Roles and/or other applicable law, (d) Notices; (r) All reports or notices to Covered Entity (7ttrsuant to this Agreement shall be sent to the names and addresses listed on the signature page, or to such other individuals and/or addresses as a patty may later designate in writing. Unless expressly prohibited under the I IIPAA Ru(es, Such notices and reports may also be sent via email. (u) All such reports or notices shall be sent byPirst Class Mail or express courier service, and shall be deemed effective when delivered, or if refused, when delivery is attempted, (e) Nothing expressed or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Sponsor, Covered Entity, Business Associate, and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. (1) 71tis Agreement constitutes the complete agreement of the parties relating to the access, use, disclosure and sectuityof Pi -i and, except as otherwise provided herein, supersedes all prior representations or agreements, whether ornl or written, with respect to the confidentiality and, security of MR. (g) 'Ibe parties hereby agree and affirm that the Subject matter of this Agreement is unique, and that it maybe impossible to measure the damages which would result to Covered Entity from violations by Business Associate of the agreements set; forth herein. Accordingly, in addition to any other remedies which Covered Entity may have at law or in equity, the parties hereby agree that either party Shall have the right to have all obligations and other provisions of this Agreement specifically performed by the other party, as applicable, and that either party shall have the right to seek preliminary and permanent injunctive relief to secure specific performance, and to prevent a breach or contemplated breach, of this Agreement, without, in any case, proof of actual damages, (h) Disputes arising out of or relating to this Agreement which cannot be resolved by negotiation between the parties shall be submitted to non-binding mediation, if the dispute is not resolved through mediation, it shall l c resol ved by final atarl binding arbitt anon adanuris terecl byJAMS dispute resolution service pursuant to its Streamlined. Arbitration Rules and Procedures, or such other arbitration procedures as agreed to in writing by the Parties. Negotiation, mediation, and arbitration shall be the exclusive means of dispute resolution between the patties and their respective agents, employees and officers. The site of the arbitration shall be in Orange County, California. A judgment of anycourt having jurisdiction may be entered upon the award. IN WITNESS WHEREOF, the patties hereto hereby set their hands as of the date first above written. Keeotw & Assisdwn q - License 1:0.151371 13a9i1ess Assoaiatc Cuntracl (Scnrrertrnyl (Ib;v, 07/29/13) Page 7 of 8