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E. Titles and Heaciin s. Titles and headings to sections herein are for purposes of reference only, and shall <br />in no way limit, define, or otherwise affect the provisions herein. <br />F. En irg Agreement. This Agreement, including any exhibits presently or subsequently attached hereto, <br />constitutes the entire agreement between the parties concerning the subject matter hereof, and <br />supersedes all prior agreements, whether written or oral, between the parties and the subject matter <br />hereto. <br />G. No ThirdnPart Ri,ghis. The parties agree that it is their specific intention to create no third -party rights <br />by virtue of this Agreement. <br />H. No Third -Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor <br />shall anything herein confer, upon any person other than Covered Entity, Business Associate, and their <br />respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. <br />1. Ind"gnde ent Contractors. The parties are and shall be independent contractors to one another, and <br />nothing in this Agreement shall be deemed to cause this Agreement to create an agency, partnership, or <br />joint venture between the parties. Except as expressly provided herein, neither party shall be liable for <br />any debts, accounts, obligations, or other liabilities of the other party. <br />J. Assignment. This Agreement shall be binding on the parties and their successors and assigns, provided <br />that neither party shall assign any of its rights under this Agreement to any other party without the prior <br />written consent of the other party. <br />K. Severability. In the event that any court or any governmental authority or agency declares all or part of <br />any section of this Agreement to be unlawful or invalid, such unlawfulness or invalidity shall not serve to <br />invalidate any other section of this Agreement, and in the event that only a portion of any section is so <br />declared to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate the balance <br />of such section. <br />Countg1parts. This Agreement may be executed in two or more counterparts, each of which shall be <br />deemed to be an original, but all of which shall constitute one and the some agreement. <br />M. Reaulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section <br />as in effect or as amended. <br />N. Interpretation. The provisions of this Agreement shall prevail over any provisions in any other agreement <br />between the parties that may conflict or appear Inconsistent with any provision in this Agreement. Any <br />ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. <br />0. Indemnification. Business Associate shall indemnify and hold harmless Covered Entity and its officers, <br />trustees, employees, and agents from any and all claims, penalties, fines, costs, liabilities or damages, <br />including but not limited to reasonable attorney fees, incurred by Covered Entity arising from a violation <br />by Business Associate of its obligations under this Agreement. <br />Page 6 1 14 <br />