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uocuslgn tnveiope lu:bAtSUUb/5-s(;)b-4bUF-bt-bU-Ub4b9C:1UJ92b shall not disclose any portion of the Confidential Information to any person except those of its employees having a need to know such portion to accomplish the purposes contemplated by this Agreement. The obligations under this Section shall survive termination of this Agreement. HIPAA Agency agrees to comply with the applicable Health Insurance Portability and Accountability Act of 1996 and the related regulations, as they may be amended from time to time("HIPAA")in the course of performing its obligations under this Agreement.If determined that Agency is a Business Associate as defined in HIPAA,and docs not qualify for its exceptions, Agency agrees to execute a Business Associate Agreement on terms and conditions mutually agreed to by the parties. 11. Notices. All notices and other correspondence related to this Agreement shall be in writing and shall be delivered by certified mail, return receipt, or by facsimile transmission or electronic mail if the necessary information for delivery of such is shown below,addressed as follows: CCIRH: Cleveland Clinic Florida Regional Health System Nonprofit Corporation 2950 Cleveland Clinic Boulevard Weston, Florida 33331 Attn: Marketing Director With a Copy to: Cleveland Clinic Law Department The Cleveland Clinic Foundation 2950 Cleveland Clinic Boulevard Weston,Florida 33331 Agency: Indian River County Board of County Commissioners 1801 27th Street Vero Beach, FL 329060 Attn: Michelle Wagner 12. Non-Assignment. Agency shall not assign or subcontract any of its obligations under this Agreement,in whole or in part,without the advance written consent of CCIRH. 13. Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Florida, without regard to conflicts of laws provisions, and any legal action relating, in any way, to this Agreement, shall be brought in the courts sitting in the State of Florida,County of Broward. 14. Force Majeure. Each party's performance under this Agreement and Exhibit A is subject to occurrences that are beyond its reasonable control and occurring without its fault or negligence,including but not limited to: acts of God, fire, explosions, floods, earthquakes, volcanic eruptions, hurricanes, tsunamis, declared war, government regulations,travel or other restrictions imposed by governmental authority with competent jurisdiction,police actions,acts of terror,riots,insurrections or civil disorder or disruption,public or private disaster,public health issues (including epidemics or pandemics), or any other unforeseeable emergency or causes of a comparable nature beyond the affected party's control and without the fault or negligence of the party so affected,any one of which makes it impossible or commercially impracticable to perform its obligations under Exhibit A and 3