Laserfiche WebLink
statistics and claim files created as a result of the services provided,or to be provided,by TPA under <br /> this Agreement. Further, at the sole option of the IRC, and upon ten(10)days written notice,TPA, <br /> at TPA's sole expense; shall return such files to the IRC. At the termination of this Agreement, at <br /> the sole expense of TPA, TPA shall provide IRC with computer tapes or other computer media <br /> containing all of the claim data. Such data shall be made available in a format generally importable <br /> into a commonly recognized database for claims administration services. <br /> 4.13 Audit of Files and Procedures. At the sole option of IRC,TPA shall agree at no additional <br /> cost to IRC to any audits conducted by or on behalf of IRC of TPA's files and procedures as they <br /> relate to IRC. IRC shall have the right to audit during the contract period and for five years following <br /> the termination of the agreement. <br /> 4.14 TPA Is Independent Contractor. The Parties agree that TPA is engaged to perform <br /> services under this Agreement as an independent contractor, and not as an agent, of IRC. <br /> 4.15 Entire Agreement. This Agreement incorporates and includes all prior negotiations, <br /> correspondence, conversations, agreements and understandings applicable to the matters contained <br /> herein and the Parties agree that there are no commitments,agreements or understandings concerning <br /> the subject matter of this Agreement that are not contained in, or incorporated by reference in, this <br /> document. Accordingly,the Parties agree that no deviation from the terms hereof shall be predicated <br /> upon any prior representations or agreements, whether oral or written. <br /> 4.16 Amendments. No modification, amendment, or alteration in the terms or conditions <br /> contained herein shall be effective unless contained in a written document prepared with the same or <br /> similar formality as this Agreement and executed by each Party hereto. <br /> 4.17 Waiver. The Parties agree that each requirement, duty and obligation set forth herein is <br /> substantial and important to the formation of this Agreement and, therefore, is a material term <br /> hereof. Any Party's failure to enforce any provision of this Agreement shall not be deemed a waiver <br /> of such provision or modification of this Agreement. A waiver of any breach of a provision of this <br /> Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a <br /> modification of the terms of this Agreement. <br /> 4.18 Governing Law. This Agreement shall be interpreted and construed in accordance with and <br /> governed by the laws of the State of Florida. Any controversies or legal problems arising out of this <br /> Agreement and any action involving the enforcement or interpretation of any rights hereunder shall <br /> be submitted to the jurisdiction of the State courts of Indian River County,Florida. This section will <br /> survive the termination of this Agreement regardless of the cause giving rise to such termination. <br /> 4.19 No Waiver of Sovereign Immunity. Nothing contained in this Agreement is intended to <br /> serve as a waiver of sovereign immunity by IRC or any person to which sovereign immunity may be <br /> applicable. This section will survive the termination of this Agreement regardless of the cause <br /> giving rise to such termination. <br /> Page 8 <br />