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this Agreement, available to the Covered Entity, at no cost to the Covered Entity, to testify as witnesses, or <br />otherwise, in the event of litigation or administrative proceedings being commenced against the Covered Entity, Its <br />directors, officers; or employees based upon a claimed violation of HIPAA, the HIPAA regulations, or other laws <br />relating to security and privacy, except where the Business Associate or its subcontractors, employees, or agents <br />are named as an adverse party. <br />(1) Binding Effect. This Business Associate Agreement shall be binding upon the parties hereto and their <br />successors and assigns. For purposes of this agreement, a signed copy delivered by facsimile or electronically <br />shall be treated by the parties as an original of this agreement and shall be given the same force and effect. <br />(m) Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by the law of California except <br />to the extent preempted by federal law. <br />(n) Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or <br />enforceability of any other provision of this Agreement, which shall remain in full force and effect. <br />(o) Construction and Interpretation. The section headings contained in this Agreement are for reference <br />purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement has <br />been negotiated by the parties at arm's-length and each of them has had an opportunity to modify the language of <br />the Agreement. Accordingly, the Agreement shall be treated as having been drafted equally by the parties and the <br />language shall be construed as a whole and according to Its fair meaning. Any presumption or principle that the <br />language Is to be construed against any party shall not apply. This Agreement may be executed in counterparts, <br />each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same <br />agreement. <br />(p) Electronic Signature. An electronic signature captured within a software system will result in a legally binding <br />contract under applicable state law. <br />In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the date first <br />above written. <br />BUSINESS ASSOCIATE: COVERED ENTITY: <br />BASIC Employer: See Attached. <br />Signature, Signature: _ <br />Print Name: Print Name: <br />Title: _ Title: <br />Date: Date: <br />25A-20 <br />