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13 <br />D.Transition. <br />Upon termination of this Agreement for any reason, Business Associate upon request by Covered Entity will <br />transmit the PHI and Confidential Personal Information maintained, created or received by Business Associate <br />or its Representatives to the entity or Individual designated by Covered Entity. <br />SECTION 8 <br />MISCELLANEOUS <br />A.Regulatory References. <br />A reference in this Agreement to a Section in the HIPAA Rules means the Section as in effect or as amended. <br />B.Interpretation. <br />Any ambiguity in this Agreement will be resolved to permit Covered Entity to comply with the HIPAA Rules. <br />C.No Third Party Beneficiaries. <br />Except as expressly provided for in the HIPAA Rules, there are no third party beneficiaries to this Agreement. <br />Business Associate’s obligations under this Agreement are owed to the Covered Entity only. <br />D.Amendment. <br />The Parties will take any action necessary to amend this Agreement from time to time to enable the Covered <br />Entity and Business Associate to comply with the requirements of the HIPAA Rules, the Health Insurance <br />Portability and Accountability Act, Public Law 104-191 and HITECH or other applicable privacy laws. This <br />Agreement may not be modified except by a written amendment or modification executed by both Parties. <br />E.Counterparts. <br />This Agreement may be executed in two or more counterparts, each of which will be an original, but all of <br />which taken together will constitute one instrument. An electronic copy of an executed original will be valid as <br />an original. <br />F. Conflicting Terms. <br />In the event any terms of this Agreement conflict with any terms of the Service Agreement, the terms of this <br />Agreement will govern and control. <br />G.Idaho Law; Submission to Jurisdiction; Waiver of Jury Trial. <br />THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF <br />THE STATE OF Idaho, TO THE EXTENT NOT PREEMPTED BY FEDERAL LAW, WITHOUT REGARD TO <br />THE PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY IN THIS AGREEMENT SUBMITS TO THE <br />NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF <br />KOOTENAI COUNTY AND OF ANY IDAHO STATE COURT SITTING IN KOOTENAI COUNTY FOR <br />PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT <br />OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS