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CONFIDENTIAL DRAFT CONFIDENTIAL DRAFT related to the EEOC and any health benefits plans covering Employer's employees and Clinic Users. In no event shall CHS advise Employer regarding compliance with any Laws. 17. Disclaimer of Liability CHS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES OR DELIVERABLES IT WILL PROVIDE TO EMPLOYER, CLINIC USERS AND ANY OTHER PERSONS PERMITTED TO USE THE SERVICES HEREUNDER, INCLUDING NO GUARANTEES AS TO THE RESULTS OF ANY DATA ANALYSIS OR WHETHER SUCH ANALYSIS WILL BE OF BENEFIT TO EMPLOYER. EMPLOYER, CLINIC USERS AND ANY OTHER PERSONS PERMITTED TO USE THE SERVICES HEREUNDER ACCEPT THE SERVICES AND DELIVERABLES AS IS. This section will survive termination of this Agreement. 18. Work Product Any processes, programs, strategies, developments, ideas, work plans, materials, reports, or other work product created, prepared, developed or provided by CHS in the context of providing the services and deliverables under this Agreement are deemed to be the sole and exclusive property of CHS without any further legal or administrative action, provided such work product will not include employee - identifiable information. This section will survive termination of the Agreement. 19. Right to Subcontract Employer acknowledges that CHS may use personnel to provide the CHS Services who are employed by a wholly -owned subsidiary of CHS. In such case, Employer consents to CHS having such subcontract, provided CHS remains responsible for the duties under this Agreement. 20. Miscellaneous (a) All section and item headings are inserted for convenience only and do not expressly or by implication limit, define or extend the specific terms of the section so designated. (b) This Agreement and all Exhibits incorporated by reference contain the entire understanding of the parties relating to the matters referred to herein and will be amended only by written instrument signed by the parties to this Agreement. (c) Any provision of this Agreement that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision of this Agreement or the invalid or unenforceable provision in any other situation or in any other jurisdiction. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. (d) This Agreement will be construed in accordance with and governed by the laws of the State of North Carolina, without giving effect to the conflict of laws provisions thereof. (e) Neither party may assign any of its rights or obligations hereunder without the prior written consent of the non - assigning party; provided, however, CHS shall have the right to assign this Agreement to any affiliate of CHS upon prior notice to Employer. (f) The failure by either party to promptly exercise a right hereunder, or to seek a remedy available hereunder because of a breach of this Agreement, will not be construed as a waiver of that right or a waiver of any remedy for that breach or any future breach of this Agreement. (g) Nothing in this Agreement will be construed as creating or giving rise to any third parties or any persons other than the parties hereto. 2015 -09845 On -Site Agt at Employer — Cabamxs County v.5 F -3 Page 234