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4 <br />14.GOVERNING LAW. This Agreement is governed by the laws of the State of Washington <br />and shall be construed and interpreted in accordance with Washington law, regardless of the <br />law that might otherwise apply under common law principles of conflicts of law. The Parties <br />consent to personal jurisdiction in the State of Washington for any dispute or claim related to <br />this Agreement or the subject matter of this Agreement. The venue for any dispute or claim <br />related to this Agreement or the subject matter of this A greement is a court in Snohomish <br />County, Washington. The parties expressly waive their right to a jury. <br />15.WAIVER. No failure by any of the foregoing parties to insist upon the strict performance <br />of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or <br />remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any <br />other covenant, agreement, term, or condition. Any party hereto, by notice, and only by notice <br />as provided herein may, but shall be under no obligation to, waive any of its rights or any <br />conditions to its obligations hereunder, or any duty, obli gation, or covenant of any other party <br />hereto. No waiver shall affect or alter this Agreement, and each and every covenant, <br />agreement, term and condition of this Agreement shall continue in full force and effect with <br />respect to any other then-existing or subsequent breach thereof. <br />16.PRIVACY PROTECTION. Physician shall appropriately safeguard Protected Health <br />Information ("PHI") that is created, received, maintained, or transmitted on behalf of THE CITY <br />and the Providers in compliance with the applicable provisions of Public Law 104-191 of August <br />21,1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F - <br />Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), and with Public Law <br />111-5 of February 17, 2009, known as the American Recovery and Reinvestment Act of 2009, <br />Title XII, Subtitle D - Privacy, Sections 13400, et seq., the Health Information Technology and <br />Clinical Health Act, as amended (the "HITECH Act"), and as provided in Exhibit B. <br />17.NEUTRAL AUTHORSHIP. Each of the provisions of this Agreement has been reviewed <br />and negotiated and represents the combined work product of all parties hereto. No <br />presumption or other rules of construction which would interpret the provisions of this <br />Agreement, in favor of or against the Party preparing the same, shall be applicable in <br />connection with the construction or interpretation of any of the provisions of this Agreement. <br />18.ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the <br />Parties hereto with respect to the subject matter contained in this Agreement, and this <br />Agreement supersedes all of their previous understandings and agreements, written and oral, <br />with respect thereto. This Agreement may be amended only by written instrument executed <br />by the Parties subsequent to the date hereof. <br />19.COUNTERPARTS. This Agreement may be executed in any number of counterparts, and <br />each such counterpart hereof shall be deemed to be an original instrument, but all such <br />counterparts together shall constitute but one agreement. Electronic signatures (such as with <br />AdobeSign) are fully binding.