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<br />CalOptima Health PHA MOU Page 6 of 18 <br />B. Parties further agree that any breach of confidentiality or privacy concerning any <br />applicant, participant, and/or tenant records related to this MOU shall be addressed <br />pursuant to applicable law and each Party’s internal compliance program, as <br />amended from time to time. <br />C. The Parties shall require all staff, agents, employees , volunteers, vendors, <br />contractors, and/or subcontractors with access to an applicant’s, participant’s, or <br />tenant’s information to maintain the confidentiality of any and all applicant, <br />participant, and tenant records and information with which they may come into <br />contact, as required by law. <br />D. The Parties’ confidentiality obligations herein shall survive termination or <br />expiration of this MOU for any reason. <br />XI. TERMINATION OF MOU <br />A PHA may terminate its participation in, and obligations under, this MOU with or without cause <br />by providing thirty (30) days’ written notice to the other Parties. A PHA’s termination of <br />participation in this MOU shall not terminate this MOU in its entiret y, but it shall terminate the <br />MOU with respect to the PHA that terminates its participation hereunder . If all PHAs terminate <br />their participation in this MOU, either individually or collectively , this MOU shall be terminated <br />in its entirety. In addition, CalOptima may terminate this MOU with or without cause by providing <br />thirty (30) days’ written notice to all participating PHAs prior to the effective date of termination . <br />Except as provided otherwise hereunder, exercise by any PHA of the right to terminate <br />participation in this MOU shall relieve the PHA of all further obligations under this MOU upon <br />termination, except for those provisions that survive termination as stated herein . Except as <br />provided otherwise hereun der, termination of this MOU shall relieve all Parties of all further <br />obligations under this MOU upon termination , except for those provisions that survive termination <br />as stated herein. <br />XII. GENERAL PROVISIONS <br />A. No change, modification, extension, or waiver of this MOU shall be effective unless <br />in writing and signed by all Parties. If any law, rule, or regulation applicable to this <br />MOU, or any interpretation thereof by any court, is modified or implemented <br />during the term of the MOU in a way that materially changes the terms of the MOU <br />(“Regulatory Change ”), CalOptima may, upon written notice to PHAs, propose <br />an amendment of the MOU to PHAs to the minimum degree necessary to comply <br />with the Regulatory Change . If any PHA does not accept the proposed Regulatory <br />Change, CalOptima may immediately terminate this MOU upon written notice to <br />PHAs. This MOU represents the entire understanding of the Parties with respect to <br />the subject matter herein and supersedes all prior agreements a nd understandings, <br />whether written or oral, between the Parties concerning such terms . <br />B. If any provision of this MOU is held invalid or unenforceable by any court of law, <br />the remaining provisions of this MOU shall nevertheless continue to be valid and <br />enforceable as though the invalid or unenforceable parts had not been included <br />herein. <br />EXHIBIT 1