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PAGE 2 <br /> <br /> 5 PAYMENT FOR SERVICES The Rider System agrees to pay CCTS for transportation services provtded <br />hel eunder in accordance wtth Exhibit A. Fees shall not change without the mutual consent of the R~der System and CCTS. <br /> <br /> 6 TERMINATION. Thts Agreement may be terminated by either party at any tune wtthout cause upon thirty (30) <br />days' prior written not~ce. In addttion, the Rider System may terminate this Agreement at any ttme upon the material breach of this <br />Agreement by CCTS. CCTS may be subject to periodic evaluations by the Rider System to ensure that services are being provided <br />hereunder ~n accordance with the terms and conditions of this Agreement. <br /> <br /> 7. HIPAA COMPLIANCE. CCTS acknowledges and understands that it shall have access to protected health <br />information ("PHI") of Riders ADA clients during the course of this Agreement. CCTS will not use such PHI other than as required to <br />perform under thts Agreement including, but not linnted to, the provision of transportation servtces. CCTS agrees not to thsclose any <br />PHI that would constitute a violation of HIPAA. <br /> <br /> 8. CONFIDENTIALITY. CCTS shall keep confidential all, and shall not d~vulge to any other party any of the <br />proprietary, confidential information of the Rider System including, but not limited to, information relating to such matters as finances, <br />methods of operation and competition, prtctng, marketing plans and strategies, equipment and operational requirements and <br />~nformat~on concerning personnel, patients and supphers, unless such information (i) is or becomes generally available to the public <br />other than as a result of a disclosure by that party, or (fi) ~s required to be disclosed by law or by a judicial, admimstrative or regulatory <br />authority Th~s section shall survive the expiration or termination of this Agreement. <br /> <br /> 9 BOOKS AND RECORDS. Federal and state laws reqmre CCTS to make ~ts records available to certmn <br />government agencies, and CCTS agrees to make any and all books, documents and records ~n CCTS' possession or control available <br />for inspection by government agencies to the extent required by law for a period of four (4) years after the expiratton of this <br />Agl eement <br /> <br /> 10 INSURANCE. CCTS will procure and maintain in effect during the term of th~s Agreement general liability <br />Insurance coverage with a unnimum limit of $1 million per occurrence and $2 rmllion aggregate. A certificate of insurance ewdencmg <br />such coverage shall be provided to the Rider System upon request. <br /> <br /> I I. INDEPENDENT CONTRACTOR. With respect to the Rider System, CCTS shall be an independent contractor as <br />that term is defined in the Internal Revenue Code. CCTS is solely responsible for the acts or ormssions of CCTS and its employees or <br />agents acting hereunder. Although the Rider System may assist CCTS in complying w~th quahty assurance standards and criteria and <br />may plomulgate rules, regulattons and policies consistent with the Rider System goal of prowding quality Pubhc transportation, the <br />R~der System shall not d~ctate to CCTS the method or manner in whmh CCTS d~scharges its duties hereunder, except as reqmred by <br />law CCTS ~s solely responsible for payment of all taxes, insurance, employee benefits and all other costs and expenses associated <br />with CCTS' operations, except as otherwise provided heretn. <br /> <br /> 12. NONDISCRIMINATION. CCTS agrees that the services rendered hereunder shall be provided without regard to <br />race, color, religion, origin, health status, sex, age, d~sability or other factor prohibited by law. <br /> <br /> 13. APPLICABLE LAW. This Agreement shall be governed by and construed ~n accordance uath the laws of the State <br />of North Carolina <br /> <br />14 AMENDMENTS. Th~s Agreement may be amended only by written instrument signed by both panes. <br /> <br />15. MISCELLANEOUS. <br /> <br />Th~s Agreement and the rights and obhgations of the parties hereunder may not be assigned, conveyed, <br />contracted or delegated without the prior written consent of the other party. <br /> <br />This Agreement contains the entire agreement of the parties and supersedes all other prior agreements, oral or <br />written. <br /> <br /> <br />