CHARGEGRABBER BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (this “Agreement”) is a legal agreement between you, as the end user customer (“Customer”), and ABACUS MEDICAL DESIGNS, LLC, a Pennsylvania limited liability company having its principal place of business at 2387 Lower State Road, Doylestown, Pennsylvania 18901 (“Business Associate”) related to the work to be performed as described below (Covered Entity and the Business Associate, each a “Party” and collectively, the “Parties”).

BACKGROUND

I. Covered Entity has engaged Business Associate for the purpose of providing to Covered Entity, pursuant to the Application Service Provider Agreement (hereinafter, the “BA Services Contract”), a non-transferable, non-exclusive right to use and access a Web-based software application known as “ChargeGrabber” and to provide certain functions and activities for and on behalf of Covered Entity (the “BA Services”).

II. Covered Entity wishes to disclose information to Business Associate pursuant to the terms of this Agreement, some of which may constitute Protected Health Information (“PHI”), including electronic protected health information (“e-PHI”) (PHI and e-PHI are, collectively, referred to hereinafter as “PHI”) in order for Business Associate to perform the BA Services.

III. Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed to Business Associate in connection with the BA Services Contract and pursuant to this Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended by the Health Information Technology for Economic and Clinical Health (“HITECH”) Act (collectively, the “HIPAA Statute”) and its related “Privacy Rule” (45 CFR Parts 160 and 164, Subparts A and E) and “Security Rule” (45 CFR Part 160 and 164, Subparts A and C), as amended or implemented by the “Omnibus Rule” (45 CFR Part 160, Subparts A, B, C and D and Part 164, Subparts A and C), promulgated by the Secretary of the Department of Health and Human Services (“HHS”) (collectively, the “HIPAA Rules”) (the HIPAA Rules and the HIPAA Statute being herein collectively referred to as “HIPAA”), as well as any other applicable laws concerning the privacy and security of health information.

IV. Under HIPAA, Covered Entity must document the required satisfactory assurances through a written agreement with Business Associate that meets the applicable requirements of HIPAA, as well as incorporate into such agreement those requirements under HITECH that relate to privacy or security and are applicable to Business Associate, and the Parties now wish to enter into the Agreement in order to comply with such requirements and to more specifically set forth each Party’s respective obligations in connection therewith.

In consideration of the mutual promises below and the exchange of information provided for herein, the Parties agree as follows:

TERMS

A. Incorporation of Background. The “Background” paragraphs set forth above are incorporated herein and made a part of the terms of this Agreement as if set forth herein in full.

B. Effective Date. Except as specifically stated otherwise in this Agreement, the Effective Date shall be the date which first appears above in the introductory paragraph to this Agreement.

C. Definitions. Any capitalized terms not otherwise specifically defined in this Agreement shall have the meanings ascribed to them in HIPAA.

D. Obligations of Covered Entity. Covered Entity shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of Covered Entity’s PHI transmitted to Business Associate pursuant to this Agreement, in accordance with the standards and requirements of HIPAA, until such PHI is received by Business Associate. In addition, Covered Entity shall be responsible for restricting access to PHI maintained by Business Associate and use of the BA Services to individuals expressly authorized by Covered Entity to access such PHI and to use the BA Services (including, e.g., Covered Entity’s employees, agents, and any business associates or other contractors). Covered Entity acknowledges and understands that Business Associate is not responsible for any unauthorized access to PHI maintained by Business Associate that may result from Covered Entity’s provision of secure login information to unauthorized individuals or Covered Entity’s failure to comply with HIPAA.

E. Obligations of Business Associate.

1) Permitted Uses and Disclosures. Business Associate may use and/or disclose any and all of Covered Entity’s PHI received by Business Associate from Covered Entity, or created or obtained by Business Associate on behalf of Covered Entity as follows:

a) Purpose: Business Associate may use and/or disclose any and all of Covered Entity’s PHI to provide or perform the BA Services, as set forth in the BA Services Contract, as permitted by and in accordance with this Agreement, HIPAA, and all other applicable federal or state laws. Business Associate may not use or disclose Covered Entity’s PHI in a manner that would violate HIPAA if done by Covered Entity, this Agreement, or applicable laws.

b) Type of Information: Business Associate may use and/or disclose only the minimum necessary amount of Covered Entity’s PHI required for Business Associate to provide the BA Services to Covered Entity.

c) Scope of Use: Business Associate may use and further disclose Covered Entity’s PHI to the extent permitted by and in accordance with this Agreement, HIPAA, or as otherwise required by law. Business Associate shall use or disclose Covered Entity’s PHI only as permitted or required by this Agreement or as required by law, and shall not use or disclose Covered Entity’s PHI in a manner that would violate the requirements of HIPAA or the Omnibus Rule if done by Covered Entity.

d) Use for Management and Administration: Business Associate may receive, use, maintain and further transmit Covered Entity’s PHI for the proper management and administration of Business Associate, if such disclosure is necessary (1) for the proper management and administration of Business Associate or (2) to carry out the legal responsibilities of Business Associate.

e) Disclosure for Management and Administration: Business Associate may
disclose Covered Entity’s PHI for the proper management and administration of Business Associate if:

(1) the disclosure is required by law, or

(2) Business Associate obtains from such third party a written agreement:

(i) that Covered Entity’s PHI will be held confidentially and in compliance with HIPAA, and used or further disclosed only as required by law or for the purpose for which it was disclosed to such third party, and

(ii) to notify Business Associate, without unreasonable delay, of any instances of which such third party becomes aware of a Breach that compromises the confidentiality of Covered Entity’s PHI.

In no event, however, shall Business Associate disclose Covered Entity’s PHI for the foregoing purposes to any such third party not within the borders and jurisdiction of the United States of America without the prior written consent of Covered Entity, which may be withheld in Covered Entity’s sole and unfettered discretion.

f) Uses or Disclosures Requiring Prior Authorization: Business Associate agrees and understands that, except as expressly provided in this Agreement, or permitted under HIPAA and state law, it may not use or disclose Covered Entity’s PHI to any other person or entity without first having received a HIPAA-compliant authorization. Business Associate agrees to retain a copy of each authorization obtained, and the information provided in response to the authorization, for six (6) years.

g) Nondisclosure: Business Associate shall not use or further disclose Covered Entity’s PHI other than as permitted or required by this Agreement, or as otherwise required or permitted by law.

h) Subcontractors:
(1) Limitation on Transmission of PHI to Subcontractor. Business Associate shall not transmit Covered Entity’s PHI to any Subcontractor or prospective Subcontractor other than as permitted or required by this Agreement, or as otherwise required or permitted by law .

(2) Subcontractor Agreement. In accordance with the Omnibus Rule, Business Associate shall enter into a written subcontractor agreement (the “Subcontractor Agreement”) with any Subcontractor that creates, receives, maintains, or transmits Covered Entity’s PHI on behalf of Business Associate. In the event that Business Associate knows of a pattern of activity or practice of a Subcontractor that constitutes a material breach or violation of the Subcontractor’s obligation under the Subcontractor Agreement or other arrangements, Business Associate shall take reasonable steps to cure such breach or end the violation, as applicable, and, if such steps shall unsuccessful, terminate the Subcontractor Agreement or other arrangements, if feasible.

Pursuant to the Subcontractor Agreement, Subcontractor shall agree, at a minimum, to the following terms:

(i) as to Covered Entity’s PHI, Subcontractor shall comply with the same restrictions and conditions that apply to Business Associate under this Agreement;

(ii) Subcontractor shall use and disclose only the minimum amount of Covered Entity’s PHI necessary for Subcontractor to perform its services under its Subcontractor Agreement;

(iii) if Subcontractor is an agent of Business Associate, Subcontractor shall not transmit Covered Entity’s PHI to any third party or prospective Subcontractor without first obtaining the prior written approval of Business Associate of such third party or prospective Subcontractor and/or as otherwise provided in the Subcontractor Agreement;

(iv) Subcontractor shall use or disclose Covered Entity’s PHI only as permitted or required by the Subcontractor Agreement or as required by law; and

(v) Subcontractor shall not use or disclose Covered Entity’s PHI in a manner that would violate the requirements of HIPAA or the Omnibus Rule if done by Covered Entity.

i) Disclosures to HHS: Business Associate shall disclose Covered Entity’s PHI when required by the Secretary of HHS to investigate or determine Business Associate’s compliance with HIPAA and the Omnibus Rule and to Covered Entity, or to an individual, or such individual’s designee as necessary to satisfy Covered Entity’s obligations with respect to an individual’s request for an electronic copy of PHI.

2) Prohibited Uses and Disclosures

a) Prohibition of “Sale” of PHI and Marketing: Business Associate shall not directly or indirectly accept remuneration in exchange for using or disclosing any of Covered Entity’s PHI, except Business Associate may accept such remuneration from Covered Entity in exchange for services or functions performed pursuant to the BA Services Contract or this Agreement. Business Associate shall not use Covered Entity’s PHI for Marketing except for or on behalf of Covered Entity with Covered Entity’s express written consent and the individual’s Authorization.

b) All Other Uses Prohibited: Business Associate shall not use or disclose Covered Entity’s PHI in any manner not permitted under this Agreement.

3) Security Safeguards

a) General. Business Associate shall, as of the Effective Date of this Agreement, implement and use administrative, physical and technical safeguards to provide for the security of Covered Entity’s PHI, including:

Implementing policies and procedures to prevent, detect and contain, and correct security violations;

Limiting physical access to electronic information systems that maintain PHI and the facility or facilities in which they are housed, while ensuring that properly authorized access is allowed; and

Implementing technical policies and procedures for electronic information systems that maintain PHI to allow access only to those persons or software programs that have been granted access rights as specified in 45 CFR 164.308(a)(4).

b) Compliance with HITECH. In addition to the foregoing, Business
Associate shall meet the administrative, technical and physical safeguard standards as set forth in 45 CFR 164.308, 164.310 and 164.312 of the Security Rule (“Safeguards”) as follows:

(i) Safeguards. Business Associate shall implement and maintain a written security program that includes all required administrative, technical and physical Safeguards as well as those addressable Safeguards appropriate to the size and complexity of Business Associate’s operations and the nature and scope of its activities.

(ii) Documentation. Business Associate shall maintain the policies and procedures implemented to comply with the Security Rule in written (which may be electronic) form; and if an action, activity or assessment that relates to this Agreement is required under the Security Rule to be documented, Business Associate shall maintain a written (which may be electronic) record of the action, activity, or assessment. Any such documentation created shall be retained by Business Associate and made available to Covered Entity upon request for a period of six (6) years from the date of its creation, or the date when it last was in effect, whichever is later.

(iii) HHS Guidance. Business Associate shall implement and comply with all requirements set forth in any guidance concerning business associate compliance with the Security Rule that may be issued by HHS pursuant to HIPAA or HITECH.

4) Accounting of Disclosures: Business Associate shall maintain and make available documentation as required under the Privacy Rule to allow Covered Entity to respond to an individual’s request for an accounting of disclosures by Business Associate of the individual’s PHI. Business Associate shall provide such information as may be necessary in order for Covered Entity to respond to an individual’s request for an accounting of disclosures in accordance with 45 CFR 164.528.

5) Access Rights to PHI

a) Availability of Information to Covered Entity. Business Associate shall make available to Covered Entity such information as Covered Entity may request to allow Covered Entity to fulfill its obligation to provide an individual with access to his or her PHI in accordance with 45 CFR 164.524 (“Access Rights”).

b) Fees. Business Associate shall make such information requested by Covered Entity for Covered Entity's compliance with an individual’s Access Rights at Business Associate’s cost. Notwithstanding the foregoing, Business Associate may, with Covered Entity’s consent, which shall not be unreasonably withheld, charge a fee to Covered Entity in the amount Covered Entity would be permitted to charge the individual pursuant to 45 CFR 164.524.

6) Requested Restrictions. Business Associate acknowledges that Covered Entity is required under § 13405(a) of HITECH to agree to the request of an individual to restrict disclosure of the individual’s PHI if:

a) the disclosure is to a health plan for purposes of carrying out payment or health care operations (but not treatment) and is not otherwise required by law; and

b) the individual’s PHI pertains solely to a health care item or service for which the individual, or person other than the health plan on behalf of the individual, has paid the Covered Entity in full.

Business Associate shall comply with any such requested restriction that applies
to Business Associate’s further use or disclosure of Covered Entity’s PHI and of
which Business Associate is made aware.

7) Amendment of PHI. Business Associate shall make Covered Entity’s PHI available to Covered Entity as Covered Entity may require to fulfill Covered Entity’s obligations to amend Covered Entity’s PHI pursuant to HIPAA and HITECH, including, but not limited to, 45 CFR §164.526, and Business Associate shall, as directed by Covered Entity, incorporate any amendments to Covered Entity’s PHI into copies of such PHI maintained by Business Associate. Nothing in this provision shall be construed to preclude or limit Business Associate’s obligations under the law, specifically with respect to the amendment of Covered Entity’s PHI by Business Associate.

8) Security Breach Notification.

a) Compliance. Business Associate shall comply with the standards and
requirements that relate to notifications required in the event of a breach of information in accordance with the Breach Notification Laws (as defined hereinbelow) as of the Effective Date of this Agreement and until the expiration or earlier termination of this Agreement. For purposes of this Agreement, the term “Breach Notification Laws” shall include, collectively, those provisions concerning breach notification obligations set forth in HIPAA, HITECH, the Omnibus Rule, and applicable state laws.

b) Securing PHI. Business Associate shall secure any and all of Covered Entity’s PHI that it accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses, or discloses for or on behalf of Covered Entity by implementing such technologies and methodologies (e.g., encryption) that are specifically set forth in the Breach Notification Laws. If Business Associate and Covered Entity otherwise agree that it is not reasonable or possible for Business Associate to implement such technologies and methodologies to secure certain of Covered Entity’s PHI, then Business Associate shall implement reasonable alternative methods, as agreed to by Covered Entity to safeguard the information, and in such instance shall comply with the Breach Notification Laws in the event of a Breach (as such term is defined under the Breach Notification Laws) of any unsecured PHI.

c) Business Associate’s Obligations in the Event of a Breach.

(i) Duty to Discover and Report Breaches to Covered Entity.

(1) Duty to Discover: Business Associate shall take all commercially reasonable steps (such as self-audits) to allow it to discover Breaches involving Covered Entity’s PHI.

(2) Duty to Report: Business Associate shall promptly notify Covered Entity of any Breach of Covered Entity’s PHI, irrespective of the medium in which the Breach occurred (e.g., electronic, paper or oral), that Business Associate discovers, or should reasonably have discovered, including through any employee or agent of Business Associate, any Subcontractor, or any third party. Business Associate shall take all reasonable steps (e.g., audits; anonymous internal reporting, etc.) to allow it to discover Breaches involving Covered Entity’s PHI. For purposes of this Agreement, a Breach shall be deemed “discovered” as of the first day on which such Breach is actually known to any person, other than the individual committing the Breach, that is an employee, officer, or other agent of Business Associate, or if Breach should reasonably have been known to Business Associate to have occurred, including but not limited to notification provided to Business Associate by a subcontractor of a Breach of Covered Entity’s PHI.

(ii) No Delay for Compromise Assessment. Business Associate
shall notify Covered Entity promptly after the discovery of any Breach, including any incident that is reported to Business Associate or that Business Associate otherwise believes may be a potential Breach (hereinafter, a “Potential Breach”), and shall not delay notifying Covered Entity of any such Breach or Potential Breach pending a determination or analysis of whether there is a “low probability” that the Covered Entity’s PHI has been compromised under the Breach Notification Laws. Covered Entity shall have the sole and exclusive right to make any and all such determinations and analyses respecting the probability of compromise of Covered Entity’s PHI, with Business Associate’s assistance and cooperation as needed and determined by Covered Entity.

(iii) Reporting Contact. Business Associate shall notify Covered Entity’s Privacy Officer and/or Security Officer, or their designee, of any discovered Breach or Potential Breach, either in person or by telephone at a number to be provided by Covered Entity.

(iv) Information To Be Provided. Business Associate shall provide Covered Entity with the following information in connection with the Breach or Potential Breach:

a brief description of what happened;
the date of the Breach or Potential Breach and the date of discovery of the Breach or Potential Breach, if known;
what type of unsecured PHI was involved in the Breach or Potential Breach (e.g., name; SSN etc.);
identification of each individual whose unsecured PHI has been, or reasonably believed by Business Associate to have been, breached;
what Business Associate is doing to investigate, mitigate and protect against further Breaches or Potential Breaches of a similar or dissimilar nature;
contact information at Business Associate (specific for Breach or Potential Breach), including toll-free number, e-mail address, Web site, or postal address where individuals may contact Business Associate directly for further information regarding the Breach; and
any additional information that Covered Entity may require for purposes of furnishing required notices under the Breach Notification Laws.

In the event that some or all of the foregoing information is not readily available when the Breach or Potential Breach is discovered, Business Associate shall still promptly notify Covered Entity of the Breach (or Potential Breach), and must provide the additional information required under this paragraph as soon as possible thereafter, but without unreasonable delay and in no case longer than fourteen (14) days after the Breach or Potential Breach is discovered.

d) Agreement to Cooperate and Assist. Business Associate shall cooperate
with Covered Entity and provide such assistance as Covered Entity may need in order to comply with the Breach Notification Laws. With respect to any Breach of Covered Entity’s PHI that results from an act or omission of Business Associate, including any of Business Associate’s employees, owners, directors, agents, independent contractors, Subcontractors or affiliates, Business Associate shall provide administrative support and other resources as may be requested by Covered Entity in order to furnish written notices to individuals affected by the Breach and otherwise comply with the Breach Notification Laws. In the event that Business Associate does not provide such requested assistance and resources in a timely manner, Business Associate shall reimburse Covered Entity for all costs and expenses (e.g., postage; supplies; administrative staff time, etc.) incurred by Covered Entity in its efforts to comply with the Breach Notification Laws.

9) Training. Business Associate shall ensure that any and all employees, Subcontractors, agents and representatives of Business Associate that have access to Covered Entity’s PHI as of the effective date hereof: (a) have received general HIPAA and HITECH-related training and education; and (b) understand Business Associate’s specific responsibilities and obligations with respect to accessing and using Covered Entity’s PHI hereunder. Covered Entity shall ensure that any and all employees, agents, representatives, and contractors of Covered Entity that have access to PHI maintained by Business Associate and any of Business Associate’s BA Services: (a) have received general HIPAA and HITECH-related training and education; and (b) understand Covered Entity’s specific responsibilities and obligations with respect to using or accessing the BA Services.

10) Internal Practices. Business Associate shall make its internal practices, books and records relating to the use and disclosure of Covered Entity’s PHI available to the HHS for purposes of determining Covered Entity’s compliance with HIPAA and HITECH.

F. State Law. Business Associate shall comply with any provision or requirement concerning privacy or security of information under applicable State law that is more stringent than a similar provision or requirement under HITECH.

G. Audits, Inspection and Enforcement. Either Covered Entity or Business Associate may, upon reasonable notice, inspect the facilities, systems, books and records of the other Party to monitor compliance with this Agreement. Should either Party identify a violation or apparent violation of HIPAA or of any term of this Agreement, that Party shall notify the other, and the violating or apparently violating Party shall promptly remedy any violation and notify the other Party of the outcome.

H. Termination

1) Noncompliance. If either Party notifies (the “Notifying Party”) the other Party (the “Breaching Party”) regarding an activity or practice that constitutes a material breach or violation of the Breaching Party’s obligation under this Agreement, HIPAA or HITECH, and such Breaching Party does not take reasonable steps to or otherwise does not successfully cure the breach or end the violation, as applicable, within a reasonable timeframe as agreed to by the Parties, the Notifying Party is permitted, to the extent it is feasible, terminate this Agreement and the BA Services Contract. The foregoing is not intended and does not limit any other remedies which may be available to the Notifying Party hereunder or as a matter of law.

2) Judicial or Administrative Proceedings. Either Party may terminate this Agreement and the BA Services Contract, effective immediately, if (i) the other Party is named as a defendant in a criminal proceeding for a violation of HIPAA or HITECH, or (ii) a finding or stipulation that the other Party has violated any standard or requirement of HIPAA, HITECH or other law is made in any administrative or civil proceeding in which the Party has been joined.

3) Termination of BA Services Contract. Termination of the BA Services Contract for any reason shall effect the immediate termination of this Agreement.

4) Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall return to Covered Entity or destroy all of Covered Entity’s PHI that Business Associate still maintains in any form, and shall retain no copies of such PHI, or if return or destruction is not feasible, Business Associate agrees, at Covered Entity’s expense, to continue to extend the protections of this Agreement to such information, and to limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible.

I. Assistance in Litigation or Administrative Proceedings. Both Covered Entity and Business Associate shall make itself and any Subcontractors, employees or agents assisting Covered Entity or Business Associate in the performance of its obligations under this Agreement, available to the other Party, at no cost, to testify as witnesses, or otherwise, in the event that any litigation or administrative proceedings are commenced against the other Party, its directors, officers or employees based upon a claimed violation of HIPAA, HITECH or any other laws relating to security and privacy, except where Covered Entity or Business Associate or either Party’s Subcontractor, employee or agent is adverse to the other Party in such litigation or administrative proceeding.

J. Expenses. Any and all expenses incurred by Business Associate or Covered Entity, respectively, in connection with its compliance with the terms of this Agreement shall be borne by Business Associate or Covered Entity, respectively.

K. Disclaimer. Neither Business Associate nor Covered Entity warrant or represent that information in the other Party’s possession or control, whether transmitted or received by Business Associate or Covered Entity, is or will be secure from unauthorized use or disclosure. Covered Entity is solely responsible for its employees’, contractors, and agents’ access to and use of the BA Services in accordance with the BA Services Contract.

L. Amendment. The Parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments. The Parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, HITECH and other applicable laws relating to the security or confidentiality of PHI. The Parties understand and agree that Covered Entity must receive satisfactory written assurance from Business Associate that Business Associate will adequately safeguard all Covered Entity’s PHI that it receives or creates pursuant to the delivery of Business Associate’s services and this Agreement. Upon either Party’s request, both Parties agree to promptly enter into negotiations concerning the terms of an amendment to this Agreement embodying written assurances consistent with the standards and requirements of HIPAA and HITECH or other applicable laws. Either Party may terminate Business Associate’s services upon 30 days written notice in the event (i) the other Party does not promptly enter into negotiations to amend this Agreement when requested pursuant to this Section or (ii) the other Party does not enter into an amendment to this Agreement providing assurances regarding the safeguarding of PHI sufficient to satisfy the standards and requirements of HIPAA and HITECH.

M. Independent Contractor. Nothing contained herein shall be deemed or construed by the Parties hereto or by any third party as creating the relationship of employer and employee, principal and agent, partners, joint venturers, or any similar relationship, between the Parties hereto. Covered Entity and Business Associate acknowledge and agree that Business Associate is an independent contractor that is providing BA Services to Covered Entity, and not an agent, of Covered Entity, and shall be solely liable for the payment of all income, unemployment, workers compensation, Social Security insurance or similar taxes, or assessments on the professional fees paid or to be paid to Business Associate by Covered Entity.

N. Miscellaneous.

1) Entire Agreement. This Agreement, together with the BA Services Contract, supersedes all previous agreements between Covered Entity and Business Associate and contains the entire understanding and agreement between the Parties with respect to the subject matter hereof. In the event of any conflict between the terms of the BA Services Agreement and the terms of this Agreement respecting the subject matter of this Agreement, the terms of this Agreement shall prevail and be controlling.

2) Headings. The headings in this Agreement are for convenience of reference only and shall not be used to interpret or construe its provisions

3) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New Jersey.

4) Binding Effect. This Agreement shall inure to the benefit of, and be binding upon each Party hereto and their respective successors and assigns.

5) No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever, whether as creditor beneficiary, donor beneficiary or otherwise.

6) Mutual Negotiation. Each and every provision of this Agreement has been mutually negotiated, prepared and drafted and, in connection with the construction of any provisions hereof, no consideration shall be given to the issue of which Party actually prepared, drafted, requested or negotiated any provision of this Agreement, or its deletion.

7) Notices. All notices, demands and other communications to be made hereunder (“Notice”) shall be given in writing and shall be deemed to have been duly given if personally delivered or sent by confirmed facsimile transmission, recognized overnight courier service which provides a receipt against delivery, or certified or registered mail, postage prepaid, return receipt requested, to the other Party at the address set forth in the first paragraph of this Agreement. Notice shall be deemed effective, if personally delivered, when delivered; if sent by confirmed facsimile transmission, when sent; if sent via overnight delivery, on the first business day after being sent, and if mailed, at midnight on the third business day after deposit in the U.S. mail.

8) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors and assigns.

9) Modification. This Agreement may be amended, superseded, terminated or extended, and the terms hereof may be waived, only by a written instrument signed by each of the Parties or, in the case of a waiver, signed by the Party waiving compliance.

10) Preservation of Rights. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single or partial exercise of any right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any Party may otherwise have at law, in equity or otherwise.

11) Provisions Severable. The provisions of this Agreement are independent of and severable from each other. No provisions will be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any one or more of any of the provisions hereof may be invalid or unenforceable in whole or in part.

12) Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the Parties hereto.

13) Interpretation. The Parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with HIPAA and HITECH.