R2011-04 AUTHORIZING AGREEMENT - Laserfiche WebLink

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HCSC shall provide minimum necessary HIPAA protected health information directly to Employer or Employer's designee under Section IV. and pursuant to the terms of the HIPAA business associate agreement between HCSC and Employer. XIV. MISCELLANEOUS PROVISIONS A. Amendments. All amendments to this Agreement must be agreed to in writing by the authorized representative of each party. B. Assignments. This Agreement may not be assigned by either party to an unrelated third party without the prior written consent of the other party. C. Subcontracting and Performance. The parties acknowledge and agree that HCSC may use subcontractors to perform some or all of the services described in Section IV. Further, any of the services to be performed by HCSC under this Agreement may be performed by HCSC, or any of its subsidiaries (including any successor corporation, whether by merger, consolidation, or reorganization), without prior written approval by the Employer. Any reference in this Agreement to HCSC shall include its directors, officers and employees as well as the directors, officers and employees of any of its subsidiaries and HCSC shall be responsible and liable for all performance or failure to peform by such subsidiaries in connection with this Agreement. D. Entire Aqreement. This Agreement supersedes any and all other agreements, either oral or written, between the parties with respect to the subject matter hereof, and no other agreement, statement or promise relating to the subject matter of this Agreement will be valid or binding. E. Governinq Law. This Agreement shall be governed by, and shall be construed in accordance with, the laws of the state of Illinois without regard to any state choice-of-law statutes, and any applicable federal law. All disputes arising out of this Agreement will be resolved in Illinois. F. No Third Partv Beneficiaries. Nothing in this Agreement is intended to create, or will be deemed or construed to create, any rights or remedies in any third party including, without limitation, Employer's active and retired employees (and their dependents). G. Notice and Satisfaction. The parties agree to give one another written notice (pursuant to Section H., Notices, below) of any complaint or concern the other party may have about the performance of obligations under this Agreement and to allow the other party thirty (30) days in which to make necessary adjustments or corrections to satisfy the complaint or concern prior to taking any further action with regard to the concern or complaint. H. Notices. Any notice required or desired to be given relating to this Agreement will be in writing and will be either hand delivered, or sent by U.S. mail, postage prepaid and return- receipt requested (receipt will be deemed to be five (5) days after postmark by the U.S. Postal Service), or overnight courier addressed as fotlows: HCSC: Blue Cross and Blue Shield of Illinois ' 300 East Randalph Street Chicago, Iliinois 60601-5099 Attention: Penny Dunlery With a copy to General Counsel at the same address , -8-