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containing all of the claim data. Such data shall be made available in a format generally importable into a commonly recognized database for claims administration services. 4.12 Audit of Files and Procedures. At the sole option of IRC, TPA shall agree at no additional cost to IRC to any audits conducted by or on behalf of IRC of TPA's files and procedures as they relate to IRC. IRC shall have the right to audit during the contract period and for five years following the termination of the agreement. 4.13 TPA Is Independent Contractor. The Parties agree that TPA is engaged to perform services under this Agreement as an independent contractor, and not as an agent, of IRC. 4.14 Entire Agreement. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein and the Parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in, or incorporated by reference in, this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. 4.15 Amendments. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by each Party hereto. 4.16 Waiver. The Parties agree that each requirement, duty and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. Any Party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 4.17 Governing Law. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of Indian River County, Florida. This section will survive the termination of this Agreement regardless of the cause giving rise to such termination. 4.18 No Waiver of Sovereign Immunity. Nothing contained in this Agreement is intended to serve as a waiver of sovereign immunity by IRC or any person to which sovereign immunity maybe applicable. This section will survive the termination of this Agreement regardless of the cause giving rise to such termination. 4.19 Non -Discrimination. TPA shall not discriminate against any person in the performance of the duties, responsibilities and obligations under this Agreement because of race, age, religion, color, gender, national origin, marital status, disability or sexual orientation. Page 8