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CONFIDENTIAL DRAFT CONFIDENTIAL DRAFT
<br />Clinic Area shall be subject to the prior approval of CHS, in its reasonable discretion. Employer shall
<br />ensure that the Clinic Area is appropriately cleaned and ready for use by CHS on a daily basis throughout
<br />the Term of this Agreement. Additionally, the Clinic Area shall have appropriate cabinets and lockable
<br />storage areas for use by CHS. In addition to providing daily janitorial services to the Clinic Area,
<br />Employer shall maintain and repair the Clinic Area in accordance with all applicable laws, regulations,
<br />ordinances, rules and orders. Employer shall provide CHS and its employees, agents and contractors with
<br />access to and from the Clinic Area throughout the Term.
<br />5. Insurance; Indemnification Throughout the Term, Employer will maintain a self -
<br />funded insurance policy in lieu of a general liability insurance policy and will provide CHS with a Letter
<br />of Insurance upon request evidencing such self - funded insurance and excess coverage maintained by
<br />Employer. Employer shall indemnify and hold harmless CHS, its officers, employees, agents and
<br />representatives from and against any and all losses, damages, liabilities, costs and expenses of any kind or
<br />nature whatsoever (including reasonable attorneys' fees, costs and expenses) incurred by CHS as a result
<br />of (i) the breach by Employer or any Clinic User, or any employee, agent or contractor of Employer of the
<br />terms of this Agreement including any breaches of confidentiality, or (ii) the intentional or negligent acts
<br />or omissions of Employer or any Clinic User, or any employee, agent or contractor of Employer. CHS
<br />will maintain comprehensive professional liability insurance, in amounts of no less than $1,000,000 per
<br />occurrence and $3,000,000 in the aggregate and will provide Employer a copy of its Certificate of
<br />Insurance upon request. CHS shall further provide workers' compensation insurance in such amounts as
<br />required under applicable North Carolina law. CHS shall carry general liability insurance, in amounts of
<br />no less than $1,000,000 per occurrence and $3,000,000 in the aggregate. Such insurance coverage(s) may
<br />be provided in whole or in part through a reputable program of self - insurance. CHS shall indemnify and
<br />hold harmless Employer, its officers, agents and representatives from and against any and all losses,
<br />damages, liabilities, costs and expenses of any kind or nature whatsoever (including reasonable attorneys'
<br />fees, costs and expenses) incurred by Employer as a result of (i) the breach by CHS or any employee,
<br />agent or contractor of CHS of the terms of this Agreement, or (ii) the negligence or willful misconduct of
<br />CHS or any employee, agent or contractor of CHS, except to the extent caused by Employer's negligence
<br />or willful misconduct.
<br />6. Independent Contractor The sole relationship between the parties hereto is that of
<br />independent contractors. This Agreement is not intended, nor will it be construed, to create any
<br />partnership, employment, agency or joint venture relationship between Employer and CHS.
<br />7. Non - Solicitation During the Term and for a twelve (12) month period following the
<br />expiration or earlier termination of this Agreement, Employer hereby covenants and agrees not to solicit
<br />for employment, or engage a third party to solicit (or who has solicited) for employment, any personnel of
<br />CHS who currently is performing services or has performed services in the past under this Agreement.
<br />8. Records Ownership /Access All medical records created by CHS or its employees in
<br />whole or in part under the terms of this Agreement shall be and remain solely the property of CHS.
<br />Employer acknowledges that CHS is a "Health Care Provider" as defined by and subject to the patient
<br />privacy protection laws under HIPAA. Neither party acts as a "Covered Entity" as defined under HIPAA
<br />in their respective roles under this Agreement and, therefore, no Business Associate Agreement is
<br />necessary for purposes of providing the CHS Services. No "Individually Identifiable Health Information"
<br />or "Protected Health Information" as defined by HIPAA (collectively, " PHI ") will be provided to
<br />Employer without patient authorization, unless required by law or if CHS determines in its sole discretion
<br />that the disclosure is reasonable, appropriate, and permitted by law, including any return to work
<br />evaluation, which will only be provided to Employer upon written authorization of such Clinic User.
<br />CHS will investigate any use or disclosure of data that is not authorized or permitted by law or this
<br />Agreement. Employer and CHS will cooperate with each other to fully investigate and respond to all data
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