25D - AGMT - BENEFITS SRVS - Laserfiche WebLink

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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. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Business Associate and Covered Entity to co triply with the requirements of the I7fPAA Rules, (c) Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits both patties to comply with the HIPAA Rules and /or other applicable law. (d) Notices: (i) All reports or notices to Covered Entity pursuant 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 party may later designate in writing. Unless expressly prohibited under the I IPAA Rules, such notices and reports may also be sent via email. (h) All such reports or notices shall be sent byFirst Class Nbil 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) This Agreement constitutes the complete agreement of the parties relating to the access, use, disclosure and security of PM and, except as otherwise provided herein, supersedes all prior representations or agreements, whether oral or written, with respect to the confidentiality and securityof PI L (g) The parties hereby agree and affirm that the subject matter of this Agreement is unique, and that it may be 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 Entitymayhave at law or in equity, the parties hereby agree that either pang 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 riot resolved through mediation, it shall be resolved by final and binding arbitration administered byJA% 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 parties and their respective agents, employees and officers. The site of the arbitration shall be in Orange County, California. A judgment of any court having jurisdiction may be entered upon the award. IN WITNESS WHEREOF, the parties hereto hereby set their hands as of the date first above written. Kemmn & Associates - License P,0451271 F3osiness Associate, C,ontrac�(Srrtterdayl (Rev.07 /29 /0) Page 7 of 3 buss 25D -21