Mutual Responsibilities. The Parties agree to indemnify and hold each other harmless for any and all costs, including attorney's fees and cost of collection, that may reasonably result from such Party’s failure to comply with the terms and conditions of this Agreement, its intentional or negligent act or omission related to this Agreement, or for any breach of the provisions of this Agreement. Liability of the parties for any damages sustained as a result of breach of this Agreement, or arising in any way out of this Agreement, shall be limited to actual damages. The County understands that participation in the ISAC HIPAA Program in no way guarantees compliance with HIPAA and that ISAC is not assuming any liability or responsibility for the County’s HIPAA compliance and that all such liability and responsibility remains that of the County. Amendments of this Agreement shall be made by mutual consent of the Parties, by issuance of a written amendment, signed and dated by all Parties. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes any prior agreements. Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the state of Iowa. The Parties expressly agree that jurisdiction for any claim or dispute relating to or arising out of this Agreement resides exclusively in the courts of the state of Iowa. If any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The Parties may not assign or otherwise transfer this Agreement or any rights or obligations herein without the prior written consent of the other Party, which such consent shall not be unreasonably withheld. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns. Neither Party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
Appears in 10 contracts
Sources: Service Agreement, Service Agreement, Service Agreement
Mutual Responsibilities. The Parties agree to indemnify and hold each other harmless for any and all costs, including attorney's fees and cost of collection, that may reasonably result from such Party’s failure to comply with the terms and conditions of this Agreement, its intentional or negligent act or omission related to this Agreement, or for any breach of the provisions of this Agreement. Liability of the parties for any damages sustained as a result of breach of this Agreement, or arising in any way out of this Agreement, shall be limited to actual damages. The County Region understands that participation in the ISAC HIPAA Program in no way guarantees compliance with HIPAA and that ISAC is not assuming any liability or responsibility for the CountyRegion’s HIPAA compliance and that all such liability and responsibility remains that of the CountyRegion. Amendments of this Agreement shall be made by mutual consent of the Parties, by issuance of a written amendment, signed and dated by all Parties. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes any prior agreements. Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the state of Iowa. The Parties expressly agree that jurisdiction for any claim or dispute relating to or arising out of this Agreement resides exclusively in the courts of the state of Iowa. If any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The Parties may not assign or otherwise transfer this Agreement or any rights or obligations herein without the prior written consent of the other Party, which such consent shall not be unreasonably withheld. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns. Neither Party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. Region ISAC ▇▇▇▇ ▇▇▇▇▇▇, Compliance Officer Phone: Phone: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Appears in 2 contracts
Sources: Service Agreement, Service Agreement
Mutual Responsibilities. The Parties agree parties to indemnify this agreement each agree:
1. To designate a person from their respective organizations who shall have responsibility for implementing and hold coordinating the provisions of this agreement, as well as operational level personnel who have the authority to deal with each other harmless on a daily basis. Insofar as is possible, each party agrees to limit the persons interacting between companies, so as to avoid confusion and extra costs.
2. To consult and cooperate with each other on a continuing basis regarding the maintenance and establishment of mutually acceptable standards and procedures for work product, as well as any and all costs, including attorney's fees and cost of collection, that may reasonably result from such Party’s failure other matters incidental to comply with carrying out the terms and conditions provisions of this Agreementagreement.
3. To not discriminate or permit discrimination against any employee, its intentional client, or negligent act client's family member on the basis of gender, age, race, color, religion, diagnosis, or omission related nationality in any manner prohibited by the laws and regulations of the United States and the State of Florida.
4. That BOARD shall not be held liable under any contracts or obligations of PROVIDER except as otherwise provided pursuant to this Agreement, or for any breach act or omission of the provisions PROVIDER, its employees or agents, and PROVIDER agrees to indemnify and hold harmless BOARD from any and all claims, actions, losses, damages, costs, expenses (excluding attorney's fees) and liabilities that are caused by or arise out of omission, fault, negligence, or any other misconduct of PROVIDER, its employees, independent contractors or agents in connection with this Agreement.
5. Liability That PROVIDER shall not be held liable under any contracts or obligations of the parties for any damages sustained BOARD except as a result of breach of otherwise provided pursuant to this Agreement, or arising for any act or omission of BOARD, its employees or agents, and BOARD agrees to indemnify and hold harmless the PROVIDER from any and all claims, actions, losses, damages, costs, expenses (excluding attorney's fees) and liabilities that are caused by or arise out of omission, fault, negligence, or any other misconduct of BOARD, its employees, independent contractors, volunteers or agents in connection with this Agreement. This paragraph shall not be construed to constitute a waiver of the statutory sovereign immunity of the BOARD or to increase either the scope or the dollar amount of the potential liability of the BOARD beyond that which is set forth in Fla. Stat. 768.28.
6. To maintain confidentiality of all applicable records, and shall not use record information in any way out of whatsoever not anticipated by this Agreementagreement.
7. To adhere to all applicable BOARD program policies and personnel requirements, shall be limited to actual damagesand comply with any Federal, State or Local law. The County understands that participation parties shall use BOARD’s clients’ medical records only for purposes of treatment, payment and healthcare operation as defined in the ISAC HIPAA Program in no way guarantees compliance with HIPAA and that ISAC privacy standards.
8. That PROVIDER is not assuming any liability or responsibility for the County’s HIPAA compliance and that all such liability and responsibility remains that of the County. Amendments of this Agreement shall be made by mutual consent of the Parties, by issuance of a written amendment, signed and dated by all Parties. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereofan independent contractor, and supersedes BOARD shall have no authority to determine the manner and method by which PROVIDER shall perform its duties hereunder.
9. That any prior agreements. Except to the extent applicable lawnotice, if anyrequest, provides otherwise, this Agreement shall be governed by the laws of the state of Iowa. The Parties expressly agree that jurisdiction for any claim or dispute relating to or arising out of this Agreement resides exclusively in the courts of the state of Iowa. If any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intentcorrespondence, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The Parties may not assign or otherwise transfer this Agreement or any rights or obligations herein without the prior written consent of the other Party, which such consent shall not be unreasonably withheld. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns. Neither Party document shall be in default writing and sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the party to be liable for notified at the following address, or any delayother address as the party may subsequently designate by written notice to all parties, failure in performance (excepting which shall be effective as of the obligation date of posting: If to pay) or interruption BOARD: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Supervisor of service resulting directly or indirectly from any cause beyond its reasonable control.Secondary Education School Board of Clay County ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Green Cove Springs, FL32043 If to PROVIDER: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Appears in 1 contract
Sources: Consulting Agreement