Business Associate Agreement - TriZetto Provider Solutions LLC - EMS Billing Services

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13.4. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party's reasonable control. 13.5. Assignment and Successors. Client may not assign this Agreement or any of its rights or obligations hereunder without TriZetto's express written consent. Any attempted assignment without this consent is void. Except to the extent forbidden in this Section 13.5, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns. 13.6. Validity. If any court or arbitrator finds a provision of the Agreement invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, the other provisions of the Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be revised by the arbitrator or court to render the provision legal and enforceable and consistent with the original intention of the parties. 13.7. Publicity. Either party may publicly disclose the existence of the Agreement and accurately describe the parties' relationship under it, provided the terms of the Agreement are not disclosed. Client may use TriZetto's primary corporate logo on its website to identify TriZetto as a solution provider and TriZetto may use Client's primary corporate logo on its website and in its marketing materials to identify Client as a customer. Each party's use of the other's logo shall be subject to any usage guidelines provided by the owner of the logo and to any review requested by the owner of the logo. This right to use the other party's logo may be withdrawn at any time with reasonable notice from the party that owns the logo. 13.8. Governing Law. This Agreement will be governed solely by the internal laws of the State of New York, including without limitation applicable federal law, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties' rights or duties. 13.9. Precedence. In the event of any conflict among the attachments to this Agreement and these General Terms, the following order of precedence will govern, with lower numbers governing over higher ones: (1) Business Associate Agreement; (2) an Order; (3) these General Terms; (4) the Subscription Services Terms; (5) the Professional Services Terms; (6) any SoW, with more recent Statements of Work taking precedence over prior ones; and (7) any other attachments. No Order, SoW or other attachment incorporated into this Agreement will be construed to amend these General Terms or any earlier attachment unless it specifically states its intent to do so and cites the section or sections amended. 13.10. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship. 13.11. Export. The parties acknowledge that certain software and technical data exchanged under the Agreement may be subject to import or export controls under the laws of the United States and other countries. Each party shall refrain from importing, exporting or re-exporting any such items, any direct product of such items, or any technical data, in violation of applicable import or export control laws. Client warrants and covenants to TriZetto that it is not and shall not become a person to whom TriZetto is prohibited from providing products and services under law. 13.12. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. 13.13. Amendment. This Agreement may not be amended except through a written agreement by authorized representatives of each party.