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Page 16 of 16 <br />not assignable by either party without the prior written consent of the other party, except that <br />Business Associate may assign or transfer this Agreement to any entity owned or under common <br />control with Business Associate. Written consent will not be unreasonably withheld. <br />g.Not a Fiduciary, Plan Administrator or Agent. Business Associate shall not be considered a <br />fiduciary, plan administrator or agent of any of Covered Entity's employee benefit plans. <br />h.No Third-Party Beneficiaries. This Agreement is entered into for the benefit of Covered Entity <br />and Business Associate. There are no third-party beneficiaries to this Agreement. Business <br />Associate's obligations are to Covered Entity only. <br />i.Indemnification. Each party to this Agreement will indemnify the other and hold it harmless <br />against any loss, cost, damage, claim, penalty or expense (including reasonable attorneys’ fees) <br />arising directly or indirectly from the party’s improper Use and/or Disclosure of PHI that is a <br />breach of this Agreement or the HIPAA Rules; provided that any indemnification amounts <br />provided by each party are subject to the limitation on liability provision of the underlying <br />Services Agreement. <br />j.Counterparts. This Agreement may be executed in two or more counterparts, each of which may <br />be deemed an original. <br />k. Governing Law. This Agreement shall be governed by the HIPAA Rules and, where not covered <br />by HIPAA or other federal law, the laws of the State of Washington. <br />IX.ACKNOWLEDGEMENT AND SIGNATURES <br />The parties acknowledge that they have read this Agreement, understand it, and agree to be bound <br />by its terms. <br />Business Associate <br />By: <br />Covered Entity <br />By: Cassie Franklin <br />Title: Title: Mayor <br />Signature: Signature: <br />Date: Date: <br />Amanda Brock <br />COO <br />02/01/2024 02/01/2024